Self-Regulatory Organizations; Boston Stock Exchange, Incorporated; Notice of Filing of Proposed Rule Change To Amend By-Laws, 54648-54649 [E8-22014]
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54648
Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices
to FINRA. Accordingly, the proposed
Plan promotes efficiency by
consolidating these regulatory functions
in a single SRO based on the listing
market for a stock, with regard to
Common NYSE Members and Common
FINRA Members.
In addition, the Commission notes
that the Plan provides that the costs for
insider trading surveillance would be
shared among the Participating
Organizations based on their relative
trade volume, subject to certain
minimum payment amounts for smaller
markets. Modifications to the fees
assessed the Participating Organizations
pursuant to the cost allocation
methodologies established in the Plan
do not require an amendment to the
Plan; however, any modifications to the
cost allocation methodologies would
require approval by the Commission.
The Commission believes that the Plan
provides a reasonable method to
allocate among the Parties expenses
reasonably incurred by the SRO having
regulatory responsibilities under the
Plan.17
The Commission also notes that
because under Rule 17d–2 regulatory
responsibility may be allocated from
one SRO to another SRO only for
Common Members, the Participating
Organizations have entered into two
regulatory services agreements with
NYSE Regulation and FINRA,
respectively, to address investigation
and enforcement of suspected insider
trading involving members who are
neither Common NYSE Members nor
Common FINRA Members.18 The
Commission is neither approving nor
disapproving the terms of the regulatory
services agreements. However, the
Commission does note that under these
regulatory services agreements the
ultimate responsibility and primary
liability for self-regulatory obligations
would remain with each exchange and
association, rather than the SRO
retained to perform such functions.
sroberts on PROD1PC70 with NOTICES
IV. Conclusion
This Order gives effect to the Plan
filed with the Commission in File No.
4–566. The Parties shall notify all
members affected by the Plan of their
rights and obligations under the Plan.
It is therefore ordered, pursuant to
Section 17(d) of the Act,19 that the Plan
in File No. 4–566 by and among Amex,
BSE, CBOE, CHX, FINRA, ISE,
NASDAQ, NSX, NYSE, NYSE Arca,
17 17
CFR 240.17d–2(b).
only of the NYSE would be the
responsibility of NYSE; members only of FINRA
would be the responsibility of FINRA.
19 15 U.S.C. 78q(d).
18 Members
VerDate Aug<31>2005
19:11 Sep 19, 2008
Jkt 214001
NYSE Regulation, and Phlx filed
pursuant to Rule 17d–2 is hereby
approved and declared effective.
It is further ordered that the
Participating Organizations are relieved
of those regulatory responsibilities
allocated to NYSE and FINRA under the
Plan in File No. 4–566.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–22013 Filed 9–19–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58547; File No. SR–BSE–
2008–45]
Self-Regulatory Organizations; Boston
Stock Exchange, Incorporated; Notice
of Filing of Proposed Rule Change To
Amend By-Laws
September 15, 2008.
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
September 5, 2008, the Boston Stock
Exchange (the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend its
by-laws to make certain changes that the
Exchange committed to make in SR–
BSE–2008–23.3 The text of the proposed
rule change is available from the
principal office of the Exchange, at the
Commission’s Public Reference Room,
and is also available at https://
nasdaqtrader.com/Trader.aspx?id=
Boston_Stock_Exchange.
20 17
CFR 200.30–3(a)(34).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 Securities Exchange Act Release No. 58324
(August 7, 2008), 73 FR 46936 (August 12, 2008);
Securities Exchange Act Release No. 57757 (May 1,
2008), 73 FR 26159 (May 8, 2008) (SR–BSE–2008–
23).
1 15
PO 00000
Frm 00095
Fmt 4703
Sfmt 4703
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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On August 29, 2008, the Exchange
was acquired by The NASDAQ OMX
Group, Inc. (‘‘NASDAQ OMX’’). In SR–
BSE–2008–23, the Exchange’s filing
seeking approval of this acquisition, the
Exchange committed that it would,
immediately following closing of the
acquisition, seek Board of Directors and
Commission approval for several
changes to its By-Laws. The changes,
which were requested by Commission
staff, could not be included in SR–BSE–
2008–23 because Article XX of the
Exchange’s former Constitution, which
was replaced by the new By-Laws at the
closing, provided that the Exchange’s
members must approve amendments to
the Exchange’s Constitution. The
Exchange’s members voted, on
December 7, 2007, to approve the ByLaws as originally submitted in SR–
BSE–2008–23, and it would have been
impracticable and unduly expensive to
seek a second member vote for approval
of these additional changes prior to
closing. The changes in question are as
follows:
• In Article I, the Exchange is
amending the definition of ‘‘Voting
Date’’ to make it clear that the Exchange
Board of Directors must annually select
a Voting Date for the selection of
Member Representative Directors,
although a vote will actually occur on
that date only if members have
nominated candidates for election other
than those nominated by the Exchange’s
Member Nominating Committee.
Accordingly, the amended definition
reads: ‘‘ ‘Voting Date’ means the date
selected by the Board on an annual
basis, on which Exchange Members may
vote with respect to Member
Representative Directors in the event of
a Contested Vote.’’
E:\FR\FM\22SEN1.SGM
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Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices
• In order to limit the influence that
a single affiliated group of members
might exercise over the Exchange,
Section 4.4 of the By-Laws is being
amended to provide that in a contested
election for Member Representative
Directors, an Exchange Member, either
alone or together with its affiliates, may
not cast votes representing more than
20% of the votes cast for a candidate,
and any votes cast by the Exchange
Member, either alone or together with
its affiliates, in excess of such 20%
limitation shall be disregarded.
• The Exchange is amending Section
4.14 of the By-Laws to make it clear that
the Exchange’s Nominating Committee
must nominate the person nominated by
Boston Options Exchange Regulation
LLC’s Nominating Committee for service
on the Exchange Board as a
representative of participants in the
Boston Options Exchange unless that
person is not eligible for service under
Section 4.3 of the By-Laws (as would be
the case, for example, if the nominee
was subject to a statutory
disqualification). Similarly, the
Exchange is amending Section 3.1 of the
By-Laws to make it clear that NASDAQ
OMX, as the sole stockholder of the
Exchange, shall vote for the election of
the director candidates nominated or
voted on through the processes
established by Article IV of the ByLaws, except in the case of a person not
eligible for service under Section 4.3 of
the By-Laws.
sroberts on PROD1PC70 with NOTICES
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the provisions of Section 6 of the Act,4
in general, and with Section 6(b)(1) and
(b)(5) of the Act,5 in particular, in that
the proposal enables the Exchange to be
so organized as to have the capacity to
be able to carry out the purposes of the
Act and to comply with and enforce
compliance by Exchange Members and
persons associated with Exchange
Members with provisions of the Act, the
rules and regulations thereunder, and
the rules of the Exchange; and is
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
4 15
5 15
U.S.C. 78f.
U.S.C. 78f(b)(1), (5).
VerDate Aug<31>2005
19:11 Sep 19, 2008
Jkt 214001
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 result in
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve such proposed
rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
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–BSE–2008–45 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–BSE–2008–45. 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/
Frm 00096
Fmt 4703
Sfmt 4703
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, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
Copies of the filing also will be available
for inspection and copying at the
principal office of the self-regulatory
organization. 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–BSE–
2008–45 and should be submitted on or
before October 14, 2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–22014 Filed 9–19–08; 8:45 am]
BILLING CODE 8010–01–P
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:
PO 00000
54649
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58532; File No. SR–NASD–
2007–041]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc. (f/k/a National
Association of Securities Dealers,
Inc.); Order Approving Proposed Rule
Change, as Modified by Amendment
No. 2, To Amend the Minimum PriceImprovement Standards Set Forth in
NASD Interpretive Material (‘‘IM’’)
2110–2
September 12, 2008.
I. Introduction
On June 27, 2007, the National
Association of Securities Dealers, Inc.
(‘‘NASD’’) (n/k/a Financial Industry
Regulatory Authority, Inc. (‘‘FINRA’’)) 1
6 17
CFR 200.30–3(a)(12).
July 26, 2007, the Commission approved a
proposed rule change filed by the NASD to amend
the NASD’s Certificate of Incorporation to reflect its
name change to Financial Industry Regulatory
Authority, Inc., or FINRA, in connection with the
1 On
E:\FR\FM\22SEN1.SGM
Continued
22SEN1
]]>Agencies
[Federal Register Volume 73, Number 184 (Monday, September 22, 2008)]
[Notices]
[Pages 54648-54649]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-22014]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58547; File No. SR-BSE-2008-45]
Self-Regulatory Organizations; Boston Stock Exchange,
Incorporated; Notice of Filing of Proposed Rule Change To Amend By-Laws
September 15, 2008.
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 September 5, 2008, the Boston Stock Exchange (the ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule from interested
persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its by-laws to make certain changes
that the Exchange committed to make in SR-BSE-2008-23.\3\ The text of
the proposed rule change is available from the principal office of the
Exchange, at the Commission's Public Reference Room, and is also
available at https://nasdaqtrader.com/Trader.aspx?id=Boston_Stock_
Exchange.
---------------------------------------------------------------------------
\3\ Securities Exchange Act Release No. 58324 (August 7, 2008),
73 FR 46936 (August 12, 2008); Securities Exchange Act Release No.
57757 (May 1, 2008), 73 FR 26159 (May 8, 2008) (SR-BSE-2008-23).
---------------------------------------------------------------------------
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
On August 29, 2008, the Exchange was acquired by The NASDAQ OMX
Group, Inc. (``NASDAQ OMX''). In SR-BSE-2008-23, the Exchange's filing
seeking approval of this acquisition, the Exchange committed that it
would, immediately following closing of the acquisition, seek Board of
Directors and Commission approval for several changes to its By-Laws.
The changes, which were requested by Commission staff, could not be
included in SR-BSE-2008-23 because Article XX of the Exchange's former
Constitution, which was replaced by the new By-Laws at the closing,
provided that the Exchange's members must approve amendments to the
Exchange's Constitution. The Exchange's members voted, on December 7,
2007, to approve the By-Laws as originally submitted in SR-BSE-2008-23,
and it would have been impracticable and unduly expensive to seek a
second member vote for approval of these additional changes prior to
closing. The changes in question are as follows:
In Article I, the Exchange is amending the definition of
``Voting Date'' to make it clear that the Exchange Board of Directors
must annually select a Voting Date for the selection of Member
Representative Directors, although a vote will actually occur on that
date only if members have nominated candidates for election other than
those nominated by the Exchange's Member Nominating Committee.
Accordingly, the amended definition reads: `` `Voting Date' means the
date selected by the Board on an annual basis, on which Exchange
Members may vote with respect to Member Representative Directors in the
event of a Contested Vote.''
[[Page 54649]]
In order to limit the influence that a single affiliated
group of members might exercise over the Exchange, Section 4.4 of the
By-Laws is being amended to provide that in a contested election for
Member Representative Directors, an Exchange Member, either alone or
together with its affiliates, may not cast votes representing more than
20% of the votes cast for a candidate, and any votes cast by the
Exchange Member, either alone or together with its affiliates, in
excess of such 20% limitation shall be disregarded.
The Exchange is amending Section 4.14 of the By-Laws to
make it clear that the Exchange's Nominating Committee must nominate
the person nominated by Boston Options Exchange Regulation LLC's
Nominating Committee for service on the Exchange Board as a
representative of participants in the Boston Options Exchange unless
that person is not eligible for service under Section 4.3 of the By-
Laws (as would be the case, for example, if the nominee was subject to
a statutory disqualification). Similarly, the Exchange is amending
Section 3.1 of the By-Laws to make it clear that NASDAQ OMX, as the
sole stockholder of the Exchange, shall vote for the election of the
director candidates nominated or voted on through the processes
established by Article IV of the By-Laws, except in the case of a
person not eligible for service under Section 4.3 of the By-Laws.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\4\ in general, and with
Section 6(b)(1) and (b)(5) of the Act,\5\ in particular, in that the
proposal enables the Exchange to be so organized as to have the
capacity to be able to carry out the purposes of the Act and to comply
with and enforce compliance by Exchange Members and persons associated
with Exchange Members with provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange; and is 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.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f.
\5\ 15 U.S.C. 78f(b)(1), (5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve such proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be 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
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-BSE-2008-45 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-BSE-2008-45. 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, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the self-regulatory
organization. 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-BSE-
2008-45 and should be submitted on or before October 14, 2008.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
---------------------------------------------------------------------------
\6\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-22014 Filed 9-19-08; 8:45 am]
BILLING CODE 8010-01-P
