Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Order Approving a Proposed Rule Change Relating to Senior Management Authority, 46746-46747 [2016-16854]
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Federal Register / Vol. 81, No. 137 / Monday, July 18, 2016 / Notices
Exchange has not received any
unsolicited written comments from
Members or other interested parties.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (A) Significantly affect
the protection of investors or the public
interest; (B) impose any significant
burden on competition; and (C) by its
terms, become operative for 30 days
from the date on which it was filed or
such shorter time as the Commission
may designate it has become effective
pursuant to section 19(b)(3)(A) of the
Act 9 and paragraph (f)(6) of Rule 19b–
4 thereunder,10 the Exchange has
designated this rule filing as noncontroversial. The Exchange has given
the Commission written notice of its
intent to file the proposed rule change,
along with a brief description and text
of the proposed rule change at least five
business days prior to the date of filing
of the proposed rule change, or such
shorter time as designated by the
Commission.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is: (1) Necessary or appropriate in
the public interest; (2) for the protection
of investors; or (3) otherwise in
furtherance of the purposes of the Act.
If the Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
All submissions should refer to File
Number SR–BatsBYX–2016–18. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
BatsBYX–2016–18 and should be
submitted on or before August 8, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–16860 Filed 7–15–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–78294; File No. SR–C2–
2016–005]
asabaliauskas on DSK3SPTVN1PROD with NOTICES
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
BatsBYX–2016–18 on the subject line.
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Order Approving a Proposed Rule
Change Relating to Senior
Management Authority
Paper Comments
I. Introduction
On May 23, 2016, C2 Options
Exchange, Incorporated (‘‘C2’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
9 15
July 12, 2016.
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4.
10 17
VerDate Sep<11>2014
17:52 Jul 15, 2016
11 17
Jkt 238001
PO 00000
II. Description of the Proposed Rule
Change 4
The Exchange proposes to updates
references to senior management
contained in its Bylaws and Rules to
more accurately reflect roles and
responsibilities within its current senior
management structure. The Exchange
notes that historically the C2 Chairman
of the Board also held the title of Chief
Executive Officer (‘‘CEO’’). Currently,
however, the titles of Chairman of
Board, CEO, and President are held by
three different individuals. As such, the
Exchange proposes to amend its rules
relating to authorities delegated to
senior management to more accurately
reflect the current senior management
structure.
A. Reference to Office of the Chairman
First, the Exchange proposes to
eliminate the reference to the Office of
the Chairman in Section 6.1 (Advisory
Board) of the Exchange’s Bylaws and
replace it with a reference to
‘‘management.’’ 5 Section 6.1 currently
provides that the Board will establish an
Advisory Board which shall advise the
Board and the Office of the Chairman
regarding matters of interest to Trading
Permit Holders (‘‘TPHs’’). The Exchange
notes that the Advisory Board’s Charter
provides that the Advisory Board shall
advise the Board and ‘‘management’’
regarding matters of interest to TPHs.6
In order to conform the language in
Section 6.1 to the Advisory Board
Charter, the Exchange proposes to
replace the reference to the Office of the
Chairman with management.7
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 77961
(June 1, 2016), 81 FR 36639 (June 7, 2016)
(‘‘Notice’’).
4 A more detailed description of the proposed
rule change appears in the Notice. See id.
5 See id.
6 See id.
7 See id. Additionally, the title of the Bylaws will
be changed to Fifth Amended and Restated Bylaws
of C2. See id.
2 17
CFR 200.30–3(a)(12).
Frm 00107
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend its Bylaws and Rules with
respect to delegations of certain
authorities to senior management. The
proposed rule change was published for
comment in the Federal Register on
June 7, 2016.3 The Commission received
no comments on the proposal. This
order approves the proposed rule
change.
Fmt 4703
Sfmt 4703
E:\FR\FM\18JYN1.SGM
18JYN1
Federal Register / Vol. 81, No. 137 / Monday, July 18, 2016 / Notices
asabaliauskas on DSK3SPTVN1PROD with NOTICES
B. Title of Chapter 16 in the C2 Rule’s
Table of Contents
Second, the Exchange proposes to
amend the title of Chapter 16 in the C2
Rule’s Table of Contents.8 Currently, the
title of Chapter 16 is ‘‘Summary
Suspension by Chairman of the Board or
Vice Chairman of the Board.’’ The
Exchange notes that rules contained
within CBOE Chapter XVI are
incorporated into C2’s Chapter 16.9
CBOE Chapter XVI currently provides
that the Chairman of the Board or
President may summarily suspend a
TPH and limit or prohibit any person
with respect to access to services offered
by the Exchange.10 The Exchange notes
however, that CBOE is concurrently
proposing to amend its rules to provide
that the CEO (rather than Chairman) or
President may summarily suspend a
TPH.11 Additionally, the Exchange
notes that it no longer maintains the role
of Vice Chairman of the Board.12 As
such, the Exchange proposes to amend
the Chapter 16 title to simply state
‘‘Summary Suspension’’ to avoid
confusion and maintain clarity in the
rules.
C. References to Chairman of the Board
Last, the Exchange proposes to amend
Rule 6.33 (Authority to Take Action
Under Emergency Conditions) to
eliminate the reference to ‘‘Chairman of
the Board’’ and replace it with ‘‘Chief
Executive Officer.’’ Rule 6.33 currently
provides that the Chairman of the
Board, the President, or such other
person or persons as may be designated
by the Board shall have the power to
halt or suspend trading in some or all
securities traded on the Exchange, to
close some or all Exchange facilities, to
determine the duration of any such halt,
suspension or closing, to take one or
more of the actions permitted to be
taken by any person or body of the
Exchange under Exchange rules, or to
take any other action deemed to be
necessary or appropriate for the
maintenance of a fair and orderly
market or the protection of investors, or
otherwise in the public interest, due to
emergency conditions or extraordinary
circumstances. The Exchange notes that
the CEO’s responsibility is that of
general charge and supervision of the
business of the Corporation,13 whereas
the Chairman of the Board’s
8 See
id.
id.
10 See CBOE Rule 16.1.
11 See Securities Exchange Act Release No. 77962
(June 1, 2016), 81 FR 36641 (June 7, 2016) (SR–
CBOE–2016–047).
12 See Notice, supra note 3, at 36640.
13 See Section 5.2 of the C2 Bylaws.
9 See
VerDate Sep<11>2014
17:52 Jul 15, 2016
Jkt 238001
responsibility is that of the presiding
officer at all meetings of the Board and
stockholders, as well as of other powers
and duties as are delegated by the
Board.14 The Exchange believes the
responsibilities currently delegated to
the Chairman of the Board under Rule
6.33 pertain to the general charge and
supervision of the Exchange’s business
and therefore fall within the scope of
the CEO’s stated responsibilities,
instead of the Chairman’s.
III. Discussion and Commission
Findings
The Commission finds that the
proposed rule change is consistent with
the Act and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.15 Specifically,
the Commission believes the proposed
rule change is consistent with the
Section 6(b)(5) 16 requirements that the
rules of an exchange be designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
In particular, the Commission
believes the proposed rule changes will
remove impediments to, and perfect the
mechanism of a free and open market
and a national market system, and, in
general, will protect investors and the
public interest by updating the
delegation of authority to senior
management under certain of the
Exchange’s Rules, which should
facilitate the Exchange’s ability to
operate and carry out its self-regulatory
responsibilities. In particular, the
proposed rule changes to eliminate the
reference to the Office of the Chairman
and replace it with a reference to
management in Section 6.1 of the
Exchange’s Bylaws will alleviate
confusion regarding the responsibilities
of the Advisory Board. The Exchange
notes that the Advisory Board’s Charter
provides that the Advisory Board shall
advise the Board and ‘‘management’’
regarding matters of interest to TPHs.17
Replacing the term Office of the
Chairman with the term management
will ensure that the Exchange’s Bylaws
PO 00000
Section 3.6 of the C2 Bylaws.
U.S.C. 78f(b).
16 15 U.S.C. 78f(b)(5).
17 See Notice, supra note 3, at 36639.
conform to the Advisory Board Charter,
thereby reducing uncertainty about the
responsibilities of the Advisory Board.
The Exchange’s proposal to rename
the title of Chapter 16 will alleviate
confusion as that Chapter incorporates
by reference CBOE’s Chapter XVI rules
that are subject to a proposed rule
change to remove references to the
Chairman of the Board and replace them
with CEO. Moreover, the proposed rule
change will eliminate a reference to the
Vice Chairman, a title that C2 no longer
uses.
Finally, the Exchange’s proposal to
amend Rule 6.33 to replace the
references to the Chairman of the Board
with the CEO should update and clarify
which Exchange official is vested with
the authorities established in that rule.
The Exchange represents that while
historically the Chairman of the Board
also held the title of CEO, currently, the
two titles are held by different
individuals.18 The Exchange Bylaws
confer different responsibilities on the
Chairman of the Board and the CEO.19
The proposed rule change will ensure
that the authority delegated pursuant to
Rule 6.33 is consistent with the roles
and responsibilities established in the
Bylaws.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,20 that the
proposed rule change (SR–C2–2016–
005) be, and it hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–16854 Filed 7–15–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–78303; File No. SR–
BatsBZX–2016–37]
Self-Regulatory Organizations; Bats
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change to BZX Rule
11.26(a), Stating it Will Utilize IEX
Market Data From the CQS/UQDF for
Purposes of Order Handling, Routing,
and Related Compliance Processes
July 12, 2016.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934 (the
14 See
18 See
15 15
19 See
Frm 00108
Fmt 4703
Sfmt 4703
46747
id.
id. at 36640.
20 15 U.S.C. 78s(b)(2).
21 17 CFR 200.30–3(a)(12).
E:\FR\FM\18JYN1.SGM
18JYN1
]]>Agencies
[Federal Register Volume 81, Number 137 (Monday, July 18, 2016)]
[Notices]
[Pages 46746-46747]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-16854]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-78294; File No. SR-C2-2016-005]
Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Order Approving a Proposed Rule Change Relating to Senior Management
Authority
July 12, 2016.
I. Introduction
On May 23, 2016, C2 Options Exchange, Incorporated (``C2'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend its Bylaws and Rules with respect to
delegations of certain authorities to senior management. The proposed
rule change was published for comment in the Federal Register on June
7, 2016.\3\ The Commission received no comments on the proposal. This
order approves the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 77961 (June 1,
2016), 81 FR 36639 (June 7, 2016) (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change \4\
---------------------------------------------------------------------------
\4\ A more detailed description of the proposed rule change
appears in the Notice. See id.
---------------------------------------------------------------------------
The Exchange proposes to updates references to senior management
contained in its Bylaws and Rules to more accurately reflect roles and
responsibilities within its current senior management structure. The
Exchange notes that historically the C2 Chairman of the Board also held
the title of Chief Executive Officer (``CEO''). Currently, however, the
titles of Chairman of Board, CEO, and President are held by three
different individuals. As such, the Exchange proposes to amend its
rules relating to authorities delegated to senior management to more
accurately reflect the current senior management structure.
A. Reference to Office of the Chairman
First, the Exchange proposes to eliminate the reference to the
Office of the Chairman in Section 6.1 (Advisory Board) of the
Exchange's Bylaws and replace it with a reference to ``management.''
\5\ Section 6.1 currently provides that the Board will establish an
Advisory Board which shall advise the Board and the Office of the
Chairman regarding matters of interest to Trading Permit Holders
(``TPHs''). The Exchange notes that the Advisory Board's Charter
provides that the Advisory Board shall advise the Board and
``management'' regarding matters of interest to TPHs.\6\ In order to
conform the language in Section 6.1 to the Advisory Board Charter, the
Exchange proposes to replace the reference to the Office of the
Chairman with management.\7\
---------------------------------------------------------------------------
\5\ See id.
\6\ See id.
\7\ See id. Additionally, the title of the Bylaws will be
changed to Fifth Amended and Restated Bylaws of C2. See id.
---------------------------------------------------------------------------
[[Page 46747]]
B. Title of Chapter 16 in the C2 Rule's Table of Contents
Second, the Exchange proposes to amend the title of Chapter 16 in
the C2 Rule's Table of Contents.\8\ Currently, the title of Chapter 16
is ``Summary Suspension by Chairman of the Board or Vice Chairman of
the Board.'' The Exchange notes that rules contained within CBOE
Chapter XVI are incorporated into C2's Chapter 16.\9\ CBOE Chapter XVI
currently provides that the Chairman of the Board or President may
summarily suspend a TPH and limit or prohibit any person with respect
to access to services offered by the Exchange.\10\ The Exchange notes
however, that CBOE is concurrently proposing to amend its rules to
provide that the CEO (rather than Chairman) or President may summarily
suspend a TPH.\11\ Additionally, the Exchange notes that it no longer
maintains the role of Vice Chairman of the Board.\12\ As such, the
Exchange proposes to amend the Chapter 16 title to simply state
``Summary Suspension'' to avoid confusion and maintain clarity in the
rules.
---------------------------------------------------------------------------
\8\ See id.
\9\ See id.
\10\ See CBOE Rule 16.1.
\11\ See Securities Exchange Act Release No. 77962 (June 1,
2016), 81 FR 36641 (June 7, 2016) (SR-CBOE-2016-047).
\12\ See Notice, supra note 3, at 36640.
---------------------------------------------------------------------------
C. References to Chairman of the Board
Last, the Exchange proposes to amend Rule 6.33 (Authority to Take
Action Under Emergency Conditions) to eliminate the reference to
``Chairman of the Board'' and replace it with ``Chief Executive
Officer.'' Rule 6.33 currently provides that the Chairman of the Board,
the President, or such other person or persons as may be designated by
the Board shall have the power to halt or suspend trading in some or
all securities traded on the Exchange, to close some or all Exchange
facilities, to determine the duration of any such halt, suspension or
closing, to take one or more of the actions permitted to be taken by
any person or body of the Exchange under Exchange rules, or to take any
other action deemed to be necessary or appropriate for the maintenance
of a fair and orderly market or the protection of investors, or
otherwise in the public interest, due to emergency conditions or
extraordinary circumstances. The Exchange notes that the CEO's
responsibility is that of general charge and supervision of the
business of the Corporation,\13\ whereas the Chairman of the Board's
responsibility is that of the presiding officer at all meetings of the
Board and stockholders, as well as of other powers and duties as are
delegated by the Board.\14\ The Exchange believes the responsibilities
currently delegated to the Chairman of the Board under Rule 6.33
pertain to the general charge and supervision of the Exchange's
business and therefore fall within the scope of the CEO's stated
responsibilities, instead of the Chairman's.
---------------------------------------------------------------------------
\13\ See Section 5.2 of the C2 Bylaws.
\14\ See Section 3.6 of the C2 Bylaws.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
The Commission finds that the proposed rule change is consistent
with the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\15\ Specifically, the Commission believes the proposed rule change
is consistent with the Section 6(b)(5) \16\ requirements that the rules
of an exchange be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
In particular, the Commission believes the proposed rule changes
will remove impediments to, and perfect the mechanism of a free and
open market and a national market system, and, in general, will protect
investors and the public interest by updating the delegation of
authority to senior management under certain of the Exchange's Rules,
which should facilitate the Exchange's ability to operate and carry out
its self-regulatory responsibilities. In particular, the proposed rule
changes to eliminate the reference to the Office of the Chairman and
replace it with a reference to management in Section 6.1 of the
Exchange's Bylaws will alleviate confusion regarding the
responsibilities of the Advisory Board. The Exchange notes that the
Advisory Board's Charter provides that the Advisory Board shall advise
the Board and ``management'' regarding matters of interest to TPHs.\17\
Replacing the term Office of the Chairman with the term management will
ensure that the Exchange's Bylaws conform to the Advisory Board
Charter, thereby reducing uncertainty about the responsibilities of the
Advisory Board.
---------------------------------------------------------------------------
\17\ See Notice, supra note 3, at 36639.
---------------------------------------------------------------------------
The Exchange's proposal to rename the title of Chapter 16 will
alleviate confusion as that Chapter incorporates by reference CBOE's
Chapter XVI rules that are subject to a proposed rule change to remove
references to the Chairman of the Board and replace them with CEO.
Moreover, the proposed rule change will eliminate a reference to the
Vice Chairman, a title that C2 no longer uses.
Finally, the Exchange's proposal to amend Rule 6.33 to replace the
references to the Chairman of the Board with the CEO should update and
clarify which Exchange official is vested with the authorities
established in that rule. The Exchange represents that while
historically the Chairman of the Board also held the title of CEO,
currently, the two titles are held by different individuals.\18\ The
Exchange Bylaws confer different responsibilities on the Chairman of
the Board and the CEO.\19\ The proposed rule change will ensure that
the authority delegated pursuant to Rule 6.33 is consistent with the
roles and responsibilities established in the Bylaws.
---------------------------------------------------------------------------
\18\ See id.
\19\ See id. at 36640.
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\20\ that the proposed rule change (SR-C2-2016-005) be, and it
hereby is, approved.
---------------------------------------------------------------------------
\20\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
---------------------------------------------------------------------------
\21\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-16854 Filed 7-15-16; 8:45 am]
BILLING CODE 8011-01-P
