Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Technical Amendments to the Amended and Restated Certificate of Incorporation of NYSE Euronext, 17209-17210 [E7-6494]
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Federal Register / Vol. 72, No. 66 / Friday, April 6, 2007 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55566; File No. SR–
NYSEArca–2007–33]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to Technical
Amendments to the Amended and
Restated Certificate of Incorporation of
NYSE Euronext
April 2, 2007.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on March 28,
2007, NYSE Arca, Inc. (‘‘Exchange’’ or
‘‘NYSE Arca’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
substantially by the Exchange. The
Exchange filed the proposed rule change
pursuant to Section 19(b)(3)(A) of the
Act 3 and Rule 19b–4(f)(6) thereunder,4
which renders the proposal effective
upon filing with the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
pwalker on PROD1PC71 with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to make
certain technical changes to the
amended and restated certificate of
incorporation of NYSE Euronext to
remove all references to ‘‘Year 1 NYSE
Shares’’ and ‘‘Year 1 NYSE Group
Shares’’ from the provisions regarding
transfer restrictions and to clarify that it
is the currently operative certificate of
incorporation of NYSE Group, Inc. (and
not the certificate of incorporation of
NYSE Group, Inc. that will be operative
after the closing of the Combination (as
defined below)) which contains the
definitions of the terms ‘‘Year 2 NYSE
Share’’ and ‘‘Year 3 NYSE Share.’’ The
text of the proposed rule change is
available at the Exchange, https://
www.nyse.com, and the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange, a Delaware
corporation, registered national
securities exchange and self-regulatory
organization, is submitting this rule
filing to the Commission in connection
with the proposed business combination
(‘‘Combination’’) of NYSE Group, Inc., a
Delaware corporation (‘‘NYSE Group’’),
with Euronext N.V., a company
organized under the laws of The
Netherlands (‘‘Euronext’’). As a result of
the Combination, the businesses of
NYSE Group (including that of New
York Stock Exchange LLC and the
Exchange) and Euronext will be held
under a single, publicly traded holding
company named NYSE Euronext, a
Delaware corporation (‘‘NYSE
Euronext’’). Following the Combination,
each of NYSE Group and Euronext (or
a successor Dutch holding company)
will be a separate subsidiary of NYSE
Euronext, and their respective
businesses and assets will continue to
be held as they are currently held
(subject to any post-closing
reorganization of Euronext). The
Commission has approved the
Exchange’s rule filing in connection
with the Combination (‘‘Combination
Filing’’) 5 and the Combination is
scheduled to close on April 4, 2007.
Subsequent to the Combination
Filing’s approval, the transfer
restrictions on the Year 1 NYSE Shares,
as defined in the currently operative
certificate of incorporation of NYSE
Group, expired, causing the references
to ‘‘NYSE Year 1 Shares’’ and ‘‘NYSE
Group Year 1 Shares’’ in the amended
and restated certificate of incorporation
of NYSE Euronext to become obsolete
and potentially confusing. Additionally,
the Exchange wishes to clarify that it is
the currently operative certificate of
incorporation of NYSE Group (and not
the certificate of incorporation of NYSE
Group that will be operative after the
closing of the Combination) in which
1 15
2 17
VerDate Aug<31>2005
18:39 Apr 05, 2007
5 Securities Exchange Act Release No. 55294
(February 14, 2007), 72 FR 8046 (February 22, 2007)
(SR–NYSEArca–2007–05).
Jkt 211001
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
17209
the terms ‘‘Year 2 NYSE Share’’ and
‘‘Year 3 NYSE Share’’ are defined. The
Exchange is also adding the date on
which the amended and restated
certificate of incorporation of NYSE
Euronext is being filed. The proposed
changes do not affect the substance of
the amended and restated certificate of
incorporation of NYSE Euronext in any
way. The Exchange needs the proposed
rule change to be effective and operative
prior to the consummation of the
Combination, as it must file the
amended and restated certificate of
incorporation of NYSE Euronext with
the Delaware Secretary of State before
the closing of the Combination,6 as
contemplated by the Combination
Filing.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the requirement under Section 6(b)(5) 7
of the Act that an exchange have rules
that are designed to promote just and
equitable principles of trade, 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.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has neither solicited
nor received written comments on the
proposed rule change.
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
6 The Commission notes that the Exchange
included references in the proposed rule change to
filing the amended and restated certificate of
incorporation of NYSE Euronext with the Delaware
Secretary of State and the Secretary of State of New
York, before and at the closing of the Combination.
The Commission staff clarified with the Exchange
that the correct reference should be to filing with
the Delaware Secretary of State before the closing
of the Combination. Telephone conversation
between Janet Kissane, Vice President and
Associate General Counsel, NYSE Group, and Kim
M. Allen, Special Counsel, Division of Market
Regulation, Commission, on March 29, 2007.
7 15 U.S.C. 78f(b)(5).
E:\FR\FM\06APN1.SGM
06APN1
17210
Federal Register / Vol. 72, No. 66 / Friday, April 6, 2007 / Notices
burden on competition; and (C) become
operative for 30 days after the date of
the filing, or such shorter time as the
Commission may designate if consistent
with the protection of investors and the
public interest, the proposed rule
change has become effective pursuant to
Section 19(b)(3)(A) of the Act 8 and Rule
19b–4(f)(6) thereunder.9
A proposed rule change filed under
Rule 19b–4(f)(6) 10 normally may not
become operative prior to 30 days after
the date of filing. However, Rule 19b–
4(f)(6)(iii) 11 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange has requested that the
Commission waive the 30-day operative
delay, and designate the proposed rule
change immediately operative.12 The
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest.13 The Exchange has
stated that the amended and restated
certificate of incorporation of NYSE
Euronext as modified by this proposed
rule change must be filed with the
Delaware Secretary of State before the
closing of the Combination that is
scheduled for April 4, 2007. The
Commission notes that the proposed
modifications to the amended and
restated certificate of incorporation of
NYSE Euronext are technical changes
that are non-substantive. Accordingly,
the Commission designates that the
proposed rule change become operative
immediately.
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
8 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
10 Id.
11 17 CFR 240.19b–4(f)(6)(iii).
12 The Exchange also asked the Commission to
waive the five-business day pre-filing notice
requirement. See Rule 19b–4(f)(6)(iii), 17 CFR
240.19b–4(f)(6)(iii). The Commission is exercising
its authority to designate a shorter time, and notes
that the Exchange provided the Commission with
written notice of its intention to file the proposed
rule change on March 26, 2007.
13 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
pwalker on PROD1PC71 with NOTICES
9 17
VerDate Aug<31>2005
18:39 Apr 05, 2007
Jkt 211001
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NYSEArca–2007–33 on the
subject line.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55565; File No. SR–OCC–
2007–04]
Self-Regulatory Organizations; The
Options Clearing Corporation; Notice
of Filing and Order Granting
Accelerated Approval of a Proposed
Rule Change Relating to Portfolio
Margining of Customer Securities
April 2, 2007.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’), notice is hereby given that on
March 2, 2007, The Options Clearing
• Send paper comments in triplicate
Corporation (‘‘OCC’’) filed with the
to Nancy M. Morris, Secretary,
Securities and Exchange Commission
Securities and Exchange Commission,
(‘‘Commission’’) the proposed rule
100 F Street, NE., Washington, DC
change described in Items I, II, and III
20549–1090.
below, which items have been prepared
All submissions should refer to File
primarily by OCC. The Commission is
Number SR–NYSEArca–2007–33. This
publishing this notice and order to
file number should be included on the
solicit comments from interested
subject line if e-mail is used. To help the persons and to grant accelerated
Commission process and review your
approval of the proposal.
comments more efficiently, please use
only one method. The Commission will I. Self-Regulatory Organization’s
post all comments on the Commission’s Statement of the Terms of Substance of
the Proposed Rule Change
Internet Web site (https://www.sec.gov/
The proposed rule change amends
rules/sro.shtml). Copies of the
OCC’s Rule 611, Segregation of Long
submission, all subsequent
Option Positions, to allow a clearing
amendments, all written statements
member to instruct OCC to unsegregate
with respect to the proposed rule
a long options position that is carried in
change that are filed with the
a customer’s portfolio margining
Commission, and all written
account.
communications relating to the
proposed rule change between the
II. Self-Regulatory Organization’s
Commission and any person, other than Statement of the Purpose of, and
those that may be withheld from the
Statutory Basis for, the Proposed Rule
public in accordance with the
Change
provisions of 5 U.S.C. 552, will be
In its filing with the Commission,
available for inspection and copying in
OCC included statements concerning
the Commission’s Public Reference
Room. Copies of such filing also will be the purpose of and basis for the
proposed rule change and discussed any
available for inspection and copying at
the principal office of the Exchange. All comments it received on the proposed
rule change. The text of these statements
comments received will be posted
may be examined at the places specified
without change; the Commission does
in Item IV below. OCC has prepared
not edit personal identifying
summaries, set forth in sections (A), (B),
information from submissions. You
and (C) below, of the most significant
should submit only information that
you wish to make available publicly. All aspects of these statements.
submissions should refer to File
(A) Self-Regulatory Organization’s
Number SR–NYSEArca–2007–33 and
Statement of the Purpose of, and
should be submitted on or before April
Statutory Basis for, the Proposed Rule
27, 2007.
Change
Paper Comments
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.14
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–6494 Filed 4–5–07; 8:45 am]
BILLING CODE 8010–01–P
14 17
PO 00000
CFR 200.30–3(a)(12).
Frm 00120
Fmt 4703
Sfmt 4703
In a rule filing submitted in 2003 and
subsequently approved by the
Commission,1 OCC created a
‘‘customers’ lien account’’ in which
clearing members are permitted to carry
positions and collateral that are carried
1 Securities Exchange Act Release No,. 50509
(October 8, 2004), 69 FR 61289 (October 15, 2004)
(OCC–2003–04).
E:\FR\FM\06APN1.SGM
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]]>Agencies
[Federal Register Volume 72, Number 66 (Friday, April 6, 2007)]
[Notices]
[Pages 17209-17210]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-6494]
[[Page 17209]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55566; File No. SR-NYSEArca-2007-33]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Relating to
Technical Amendments to the Amended and Restated Certificate of
Incorporation of NYSE Euronext
April 2, 2007.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 28, 2007, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and II below, which Items
have been prepared substantially by the Exchange. The Exchange filed
the proposed rule change pursuant to Section 19(b)(3)(A) of the Act \3\
and Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to make certain technical changes to the
amended and restated certificate of incorporation of NYSE Euronext to
remove all references to ``Year 1 NYSE Shares'' and ``Year 1 NYSE Group
Shares'' from the provisions regarding transfer restrictions and to
clarify that it is the currently operative certificate of incorporation
of NYSE Group, Inc. (and not the certificate of incorporation of NYSE
Group, Inc. that will be operative after the closing of the Combination
(as defined below)) which contains the definitions of the terms ``Year
2 NYSE Share'' and ``Year 3 NYSE Share.'' The text of the proposed rule
change is available at the Exchange, https://www.nyse.com, and the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange, a Delaware corporation, registered national
securities exchange and self-regulatory organization, is submitting
this rule filing to the Commission in connection with the proposed
business combination (``Combination'') of NYSE Group, Inc., a Delaware
corporation (``NYSE Group''), with Euronext N.V., a company organized
under the laws of The Netherlands (``Euronext''). As a result of the
Combination, the businesses of NYSE Group (including that of New York
Stock Exchange LLC and the Exchange) and Euronext will be held under a
single, publicly traded holding company named NYSE Euronext, a Delaware
corporation (``NYSE Euronext''). Following the Combination, each of
NYSE Group and Euronext (or a successor Dutch holding company) will be
a separate subsidiary of NYSE Euronext, and their respective businesses
and assets will continue to be held as they are currently held (subject
to any post-closing reorganization of Euronext). The Commission has
approved the Exchange's rule filing in connection with the Combination
(``Combination Filing'') \5\ and the Combination is scheduled to close
on April 4, 2007.
---------------------------------------------------------------------------
\5\ Securities Exchange Act Release No. 55294 (February 14,
2007), 72 FR 8046 (February 22, 2007) (SR-NYSEArca-2007-05).
---------------------------------------------------------------------------
Subsequent to the Combination Filing's approval, the transfer
restrictions on the Year 1 NYSE Shares, as defined in the currently
operative certificate of incorporation of NYSE Group, expired, causing
the references to ``NYSE Year 1 Shares'' and ``NYSE Group Year 1
Shares'' in the amended and restated certificate of incorporation of
NYSE Euronext to become obsolete and potentially confusing.
Additionally, the Exchange wishes to clarify that it is the currently
operative certificate of incorporation of NYSE Group (and not the
certificate of incorporation of NYSE Group that will be operative after
the closing of the Combination) in which the terms ``Year 2 NYSE
Share'' and ``Year 3 NYSE Share'' are defined. The Exchange is also
adding the date on which the amended and restated certificate of
incorporation of NYSE Euronext is being filed. The proposed changes do
not affect the substance of the amended and restated certificate of
incorporation of NYSE Euronext in any way. The Exchange needs the
proposed rule change to be effective and operative prior to the
consummation of the Combination, as it must file the amended and
restated certificate of incorporation of NYSE Euronext with the
Delaware Secretary of State before the closing of the Combination,\6\
as contemplated by the Combination Filing.
---------------------------------------------------------------------------
\6\ The Commission notes that the Exchange included references
in the proposed rule change to filing the amended and restated
certificate of incorporation of NYSE Euronext with the Delaware
Secretary of State and the Secretary of State of New York, before
and at the closing of the Combination. The Commission staff
clarified with the Exchange that the correct reference should be to
filing with the Delaware Secretary of State before the closing of
the Combination. Telephone conversation between Janet Kissane, Vice
President and Associate General Counsel, NYSE Group, and Kim M.
Allen, Special Counsel, Division of Market Regulation, Commission,
on March 29, 2007.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the requirement under Section 6(b)(5) \7\ of the Act that an
exchange have rules that are designed to promote just and equitable
principles of trade, 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.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
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
[[Page 17210]]
burden on competition; and (C) become operative for 30 days after the
date of the filing, or such shorter time as the Commission may
designate if consistent with the protection of investors and the public
interest, the proposed rule change has become effective pursuant to
Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) \10\ normally
may not become operative prior to 30 days after the date of filing.
However, Rule 19b-4(f)(6)(iii) \11\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay, and designate the proposed
rule change immediately operative.\12\ The Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest.\13\ The Exchange has stated that the
amended and restated certificate of incorporation of NYSE Euronext as
modified by this proposed rule change must be filed with the Delaware
Secretary of State before the closing of the Combination that is
scheduled for April 4, 2007. The Commission notes that the proposed
modifications to the amended and restated certificate of incorporation
of NYSE Euronext are technical changes that are non-substantive.
Accordingly, the Commission designates that the proposed rule change
become operative immediately.
---------------------------------------------------------------------------
\10\ Id.
\11\ 17 CFR 240.19b-4(f)(6)(iii).
\12\ The Exchange also asked the Commission to waive the five-
business day pre-filing notice requirement. See Rule 19b-
4(f)(6)(iii), 17 CFR 240.19b-4(f)(6)(iii). The Commission is
exercising its authority to designate a shorter time, and notes that
the Exchange provided the Commission with written notice of its
intention to file the proposed rule change on March 26, 2007.
\13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.
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
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2007-33 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2007-33. This
file number should be included on the subject line if e-mail 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 inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will 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-NYSEArca-2007-33 and should be submitted on or before
April 27, 2007.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-6494 Filed 4-5-07; 8:45 am]
BILLING CODE 8010-01-P
