Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Make Conforming Changes to FINRA Rules 6380B and 6730 To Reflect Amendments Proposed Pursuant to SR-FINRA-2008-060, 2145-2146 [E9-610]

Download as PDF Federal Register / Vol. 74, No. 9 / Wednesday, January 14, 2009 / Notices FINRA will then confirm in writing whether the rules listed in any updated list are Common Rules as defined in the Plan. Under the Plan, BX will also provide FINRA with a current list of Dual Members and shall update the list no less frequently than once each quarter.21 The Commission believes that these provisions are designed to provide for continuing communication between the Parties to ensure the continued accuracy of the scope of the proposed allocation of regulatory responsibility. The Commission is hereby declaring effective a plan that, among other things, allocates regulatory responsibility to FINRA for the oversight and enforcement of all BX rules that are substantially similar to the rules of FINRA for Dual Members of BX and FINRA. Therefore, modifications to the Certification need not be filed with the Commission as an amendment to the Plan, provided that the Parties are only adding to, deleting from, or confirming changes to BX rules in the Certification in conformance with the definition of Common Rules provided in the Plan. However, should the Parties decide to add a BX rule to the Certification that is not substantially similar to a FINRA rule; delete a BX rule from the Certification that is substantially similar to a FINRA rule; or leave on the Certification a BX rule that is no longer substantially similar to a FINRA rule, then such a change would constitute an amendment to the Plan, which must be filed with the Commission pursuant to Rule 17d–2 under the Act and noticed for public comment.22 The Plan also permits BX and FINRA to terminate the Plan, subject to notice.23 The Commission notes, however, that while the Plan permits the Parties to terminate the Plan, the Parties cannot by themselves reallocate the regulatory responsibilities set forth in the Plan, since Rule 17d–2 under the Act requires that any allocation or reallocation of regulatory responsibilities be filed with the Commission.24 IV. Conclusion This Order gives effect to the Plan filed with the Commission in File No. 4–575. The Parties shall notify all 21 See paragraph 3 of the proposed 17d–2 Plan. Commission also notes that the addition to or deletion from the Certification of any federal securities laws, rules, and regulations for which FINRA would bear responsibility under the Plan for examining, and enforcing compliance by, Dual Members, also would constitute an amendment to the Plan. 23 See paragraph 13 of the proposed 17d–2 Plan. 24 The Commission notes that paragraph 13 of the Plan reflects the fact that FINRA’s responsibilities under the Plan will continue in effect until the Commission approves any termination of the Plan. sroberts on PROD1PC70 with NOTICES 22 The VerDate Nov<24>2008 21:01 Jan 13, 2009 Jkt 217001 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, that the Plan in File No. 4–575, between FINRA and BX, filed pursuant to Rule 17d–2 under the Act, is approved and declared effective. It is further ordered that BX is relieved of those responsibilities allocated to FINRA under the Plan in File No. 4–575. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–613 Filed 1–13–09; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–59222; File No. SR–FINRA– 2009–002] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Make Conforming Changes to FINRA Rules 6380B and 6730 To Reflect Amendments Proposed Pursuant to SR–FINRA– 2008–060 January 8, 2009. 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 January 8, 2009, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) (f/k/a National Association of Securities Dealers, Inc. (‘‘NASD’’)) (‘‘FINRA’’ or ‘‘Exchange’’) 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 by FINRA. FINRA has designated the proposed rule change as constituting a ‘‘non-controversial’’ rule change under paragraph (f)(6) of Rule 19b–4 under the Act,3 which renders the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 25 17 CFR 200.30–3(a)(34). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 1 15 PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 2145 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change FINRA is proposing to make conforming changes to Rules 6380B and 6730 to reflect amendments that were proposed pursuant to proposed rule change SR–FINRA–2008–060, but were superseded by an intervening rule change. The text of the proposed rule change is available on FINRA’s Web site at https://www.finra.org, at the principal office of FINRA, and at 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, FINRA 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 those statements may be examined at the places specified in Item IV below. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose On December 11, 2008, FINRA filed proposed rule change SR–FINRA–2008– 060 to amend FINRA rules to clarify the trade reporting requirements relating to transfers of securities pursuant to an asset purchase agreement (‘‘APA’’). In that filing, FINRA proposed to amend Rule 6380C(e) relating to trade reporting to the FINRA/NYSE Trade Reporting Facility (the ‘‘FINRA/NYSE TRF’’) and Rule 6730(e) relating to trade reporting to the Trade Reporting and Compliance Engine (‘‘TRACE’’). SR–FINRA–2008– 060 was filed for immediate effectiveness with an operative date of January 12, 2009.4 On December 18, 2008, FINRA filed proposed rule change SR–FINRA–2008– 065 to extend the pilot program in Rule 6730(e)(4). SR–FINRA–2008–065 was filed for immediate effectiveness with an operative date of January 8, 2009. The underlying text of SR–FINRA– 2008–065 did not reflect the amendments to Rule 6730(e) that were proposed pursuant to SR–FINRA–2008– 4 See Securities Exchange Act Release No. 59126 (December 19, 2008), 73 FR 79948 (December 30, 2008) (notice of filing and immediate effectiveness of SR–FINRA–2008–060). E:\FR\FM\14JAN1.SGM 14JAN1 2146 Federal Register / Vol. 74, No. 9 / Wednesday, January 14, 2009 / Notices 060, because those changes are not operative until January 12, 2009.5 On December 22, 2008, FINRA filed proposed rule change SR–FINRA–2008– 066 to reflect the closing of the FINRA/ NSX Trade Reporting Facility. As part of that proposed rule change, FINRA proposed to renumber the rules relating to the FINRA/NYSE TRF and Rule 6380C became Rule 6380B. SR–FINRA– 2008–066 was filed for immediate effectiveness with an operative date of January 1, 2009. The underlying text of SR–FINRA–2008–066 did not reflect the amendments to Rule 6380C(e) that were proposed pursuant to SR–FINRA–2008– 060, because those changes are not operative until January 12, 2009.6 Because of the timing of the aforementioned filings, the amendments to Rules 6380B(e) and 6730(e) that were proposed pursuant to SR–FINRA–2008– 060 were effectively superseded. Accordingly, FINRA is proposing to make conforming changes to Rules 6380B(e) and 6730(e) to reflect the amendments that were proposed pursuant to SR–FINRA–2008–060, with no material changes to those amendments. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,7 which requires, among other things, that FINRA rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. FINRA believes the proposed rule change will provide greater clarity to members and the public regarding FINRA’s rules. B. Self-Regulatory Organization’s Statement on Burden on Competition FINRA 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. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others sroberts on PROD1PC70 with NOTICES Written comments were neither solicited nor received. 21:01 Jan 13, 2009 Jkt 217001 FINRA represented that the proposed rule change qualifies for immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act 8 and Rule 19b– 4(f)(6) thereunder 9 because it: (i) Does not significantly affect the protection of investors or the public interest; (ii) does not impose any significant burden on competition; and (iii) by its terms, does not become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest.10 The Exchange has requested that the Commission waive the 30-day operative delay, so that the proposed rule change may become operative upon filing. The Commission hereby grants the Exchange’s request.11 The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it makes only technical changes to FINRA’s rules necessitated by an earlier rule change and thus should help avoid confusion among FINRA members and other market participants. 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 8 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 10 In addition, Rule 19b–4(f)(6)(iii) requires a selfregulatory organization to give the Commission written notice of its intent to file 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. FINRA has satisfied this requirement. 11 For the purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 9 17 5 See SR–FINRA–2008–065, available at https:// www.finra.org/Industry/Regulation/RuleFilings/ 2008/P117571. 6 See Securities Exchange Act Release No. 59175 (December 30, 2008), 74 FR 840 (January 8, 2009) (notice of filing and immediate effectiveness of SR– FINRA–2008–066). 7 15 U.S.C. 78o–3(b)(6). VerDate Nov<24>2008 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–FINRA–2009–002 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–FINRA–2009–002. 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 FINRA. 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–FINRA– 2009–002 and should be submitted on or before February 4, 2009. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–610 Filed 1–13–09; 8:45 am] BILLING CODE 8011–01–P 12 17 E:\FR\FM\14JAN1.SGM CFR 200.30–3(a)(12). 14JAN1

Agencies

[Federal Register Volume 74, Number 9 (Wednesday, January 14, 2009)]
[Notices]
[Pages 2145-2146]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-610]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59222; File No. SR-FINRA-2009-002]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To Make Conforming Changes to FINRA Rules 6380B 
and 6730 To Reflect Amendments Proposed Pursuant to SR-FINRA-2008-060

January 8, 2009.
    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 January 8, 2009, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc. 
(``NASD'')) (``FINRA'' or ``Exchange'') 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 by 
FINRA. FINRA has designated the proposed rule change as constituting a 
``non-controversial'' rule change under paragraph (f)(6) of Rule 19b-4 
under the Act,\3\ which renders the proposal effective upon receipt of 
this filing by 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\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to make conforming changes to Rules 6380B and 
6730 to reflect amendments that were proposed pursuant to proposed rule 
change SR-FINRA-2008-060, but were superseded by an intervening rule 
change.
    The text of the proposed rule change is available on FINRA's Web 
site at https://www.finra.org, at the principal office of FINRA, and at 
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, FINRA 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 those statements may be examined at the places specified in 
Item IV below. FINRA has prepared summaries, set forth in sections A, 
B, and C below, of the most significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On December 11, 2008, FINRA filed proposed rule change SR-FINRA-
2008-060 to amend FINRA rules to clarify the trade reporting 
requirements relating to transfers of securities pursuant to an asset 
purchase agreement (``APA''). In that filing, FINRA proposed to amend 
Rule 6380C(e) relating to trade reporting to the FINRA/NYSE Trade 
Reporting Facility (the ``FINRA/NYSE TRF'') and Rule 6730(e) relating 
to trade reporting to the Trade Reporting and Compliance Engine 
(``TRACE''). SR-FINRA-2008-060 was filed for immediate effectiveness 
with an operative date of January 12, 2009.\4\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 59126 (December 19, 
2008), 73 FR 79948 (December 30, 2008) (notice of filing and 
immediate effectiveness of SR-FINRA-2008-060).
---------------------------------------------------------------------------

    On December 18, 2008, FINRA filed proposed rule change SR-FINRA-
2008-065 to extend the pilot program in Rule 6730(e)(4). SR-FINRA-2008-
065 was filed for immediate effectiveness with an operative date of 
January 8, 2009. The underlying text of SR-FINRA-2008-065 did not 
reflect the amendments to Rule 6730(e) that were proposed pursuant to 
SR-FINRA-2008-

[[Page 2146]]

060, because those changes are not operative until January 12, 2009.\5\
---------------------------------------------------------------------------

    \5\ See SR-FINRA-2008-065, available at https://www.finra.org/
Industry/Regulation/RuleFilings/2008/P117571.
---------------------------------------------------------------------------

    On December 22, 2008, FINRA filed proposed rule change SR-FINRA-
2008-066 to reflect the closing of the FINRA/NSX Trade Reporting 
Facility. As part of that proposed rule change, FINRA proposed to 
renumber the rules relating to the FINRA/NYSE TRF and Rule 6380C became 
Rule 6380B. SR-FINRA-2008-066 was filed for immediate effectiveness 
with an operative date of January 1, 2009. The underlying text of SR-
FINRA-2008-066 did not reflect the amendments to Rule 6380C(e) that 
were proposed pursuant to SR-FINRA-2008-060, because those changes are 
not operative until January 12, 2009.\6\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 59175 (December 30, 
2008), 74 FR 840 (January 8, 2009) (notice of filing and immediate 
effectiveness of SR-FINRA-2008-066).
---------------------------------------------------------------------------

    Because of the timing of the aforementioned filings, the amendments 
to Rules 6380B(e) and 6730(e) that were proposed pursuant to SR-FINRA-
2008-060 were effectively superseded. Accordingly, FINRA is proposing 
to make conforming changes to Rules 6380B(e) and 6730(e) to reflect the 
amendments that were proposed pursuant to SR-FINRA-2008-060, with no 
material changes to those amendments.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\7\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. FINRA believes the proposed rule change will provide 
greater clarity to members and the public regarding FINRA's rules.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA 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.

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

    FINRA represented that the proposed rule change qualifies for 
immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act \8\ 
and Rule 19b-4(f)(6) thereunder \9\ because it: (i) Does not 
significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) by its terms, does not become operative for 30 days from the 
date on which it was filed, or such shorter time as the Commission may 
designate if consistent with the protection of investors and the public 
interest.\10\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file 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. FINRA has satisfied 
this requirement.
---------------------------------------------------------------------------

    The Exchange has requested that the Commission waive the 30-day 
operative delay, so that the proposed rule change may become operative 
upon filing. The Commission hereby grants the Exchange's request.\11\ 
The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because it makes only technical changes to FINRA's rules necessitated 
by an earlier rule change and thus should help avoid confusion among 
FINRA members and other market participants.
---------------------------------------------------------------------------

    \11\ For the purposes only of waiving the 30-day operative 
delay, the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 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-FINRA-2009-002 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2009-002. 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 FINRA. 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-FINRA-2009-002 and should be 
submitted on or before February 4, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-610 Filed 1-13-09; 8:45 am]
BILLING CODE 8011-01-P
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