Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Certificate of Incorporation of The NASDAQ OMX Group, Inc., 20774-20775 [E9-10195]
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20774
Federal Register / Vol. 74, No. 85 / Tuesday, May 5, 2009 / Notices
19(b)(3)(A)(iii) of the Act 9 and Rule
19b–4(f)(3) 10 promulgated thereunder
because the proposal change is
concerned solely with the
administration of SCCP. At any time
within sixty 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 rulecomments@sec.gov. Please include File
Number SR–SCCP–2009–02 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–SCCP–2009–02. 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 such filing also will be
9 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(3).
10 17
VerDate Nov<24>2008
23:12 May 04, 2009
Jkt 217001
available for inspection and copying at
the principal office of SCCP. 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–SCCP–2009–02 and should
be submitted on or before May 26, 2009.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.11
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9–10196 Filed 5–4–09; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59818; File No. SR–
BSECC–2009–03]
Self-Regulatory Organizations; Boston
Stock Exchange Clearing Corporation;
Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Amend the Certificate of
Incorporation of The NASDAQ OMX
Group, Inc.
April 23, 2009.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 notice is hereby given that on
April 2, 2009, Boston Stock Exchange
Clearing Corporation (‘‘BSECC’’) 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 primarily by
BSECC. BSECC filed the proposed rule
change pursuant to Section
19(b)(3)(A)(iii) of the Act 2 and Rule
19b–4(f)(3) 3 thereunder so that the
proposal was effective upon filing with
the Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
BSECC is filing this proposed rule
change with regard to proposed changes
to the Restated Certificate of
Incorporation (‘‘Certificate’’) of its
parent corporation, The NASDAQ OMX
Group, Inc. (‘‘NASDAQ OMX’’). The
proposed rule change will be
11 17
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 15 U.S.C. 78s–1(b)(3)(A)(iii).
3 17 CFR 240.19b–4(f)(3).
PO 00000
Frm 00104
Fmt 4703
Sfmt 4703
implemented as soon as practicable
following filing with the Commission.
The text of the proposed rule change is
available at https://
www.nasdaqtrader.com/
Trader.aspx?id=BSECCIE2009, at
BSECC’s principal office, 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,
BSECC 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. BSECC has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of such statements.4
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
NASDAQ OMX is proposing to make
amendments to its Certificate. As
provided in Articles XI and XII of the
NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be
reviewed by the Board of Directors of
each self-regulatory subsidiary of
NASDAQ OMX, and if any such
proposed amendment must under
Section 19 of the Act and the rules
promulgated thereunder be filed with or
filed with and approved by the
Commission before such amendment
may be effective, then such amendment
shall not be effective until filed with or
filed with and approved by the
Commission as the case may be. The
governing boards of NASDAQ OMX BX,
Inc. (‘‘BX’’), NASDAQ OMX PHLX, Inc.
(‘‘PHLX’’), The NASDAQ Stock Market
LLC (‘‘NASDAQ Exchange’’), BSECC,
and Stock Clearing Corporation of
Philadelphia (‘‘SCCP’’) have each
reviewed the proposed change and
determined that it should be filed with
the Commission.5 The changes to the
Certificate are limited in scope, and
under Delaware law, they do not require
approval by the stockholders of
NASDAQ OMX.
Specifically, NASDAQ OMX is
proposing to restate without amendment
4 The Commission has modified parts of these
statements.
5 The NASDAQ Exchange, PHLX, BX, BSECC,
and SCCP are each submitting this filing pursuant
to Section 19(b)(3)(A)(iii) of the Act, 15 U.S.C.
78s(b)(3)(A)(iii).
E:\FR\FM\05MYN1.SGM
05MYN1
Federal Register / Vol. 74, No. 85 / Tuesday, May 5, 2009 / Notices
its Certificate. The Certificate is
composed of a previous Restated
Certificate of Incorporation adopted in
2003 and numerous subsequent
amendments, which under Delaware
law are adopted as freestanding
documents. However, Delaware law
allows the various documents
comprising a certificate of incorporation
to be consolidated into a single restated
certificate upon approval of a
corporation’s board of directors. The
change will assist interested persons,
including NASDAQ OMX stockholders
and Commission staff, in reading the
Certificate without having to review
multiple documents. The restated
Certificate reflects the deletion of both
the Certificate of Designations,
Preferences and Rights of Series D
Preferred Stock and the Certificate of
Elimination that was recently filed with
respect to it.6 Since the latter
component of the Certificate cancels the
former, they are both deleted from the
restated Certificate.
2. Statutory Basis
The proposed rule change is
consistent with Section 17A of the Act 7
in general and with Section
17A(b)(3)(A) of the Act 8 in particular
because it is designed to ensure that
BSECC is so organized and has the
capacity to be able to facilitate the
prompt and accurate clearance and
settlement of securities transactions.
The proposed change will enhance the
clarity of NASDAQ OMX’s governance
documents by restating the various
documents comprising the Certificate as
a single document.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
BSECC 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.
6 Securities Exchange Act Release No. 59460
(February 26, 2009), 74 FR 9841 (March 6, 2009)
(SR–NASDAQ–2009–010, SR–BX–2009–009, SR–
Phlx–2009–14); Securities Exchange Act Release
No. 59496 (March 3, 2009), 74 FR 10626 (March 11,
2009) (SR–BSECC–2009–01); Securities Exchange
Act Release No. 59494 (March 3, 2009), 74 FR
10642 (March 11, 2009) (SR–SCCP–2009–01).
7 15 U.S.C. 78q–1.
8 15 U.S.C. 78q–1(b)(3)(A).
VerDate Nov<24>2008
23:12 May 04, 2009
Jkt 217001
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(iii) of the Act 9 and Rule
19b–4(f)(3) 10 promulgated thereunder
because the proposal change is
concerned solely with the
administration of BSECC. At any time
within sixty 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 rulecomments@sec.gov. Please include File
Number SR–BSECC–2009–03 on the
subject line.
20775
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 such filing also will be
available for inspection and copying at
the principal office of BSECC. 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–BSECC–2009–03 and
should be submitted on or before May
26, 2009.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.11
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9–10195 Filed 5–4–09; 8:45 am]
BILLING CODE 8010–01–P
DEPARTMENT OF STATE
[Delegation of Authority No. 325]
Delegation by the Deputy Secretary of
the Authorities of the Under Secretary
for Arms Control and International
Security to Rose E. Gottemoeller
By virtue of the authority vested in
the Secretary by the laws of the United
Paper Comments
States, including the Foreign Assistance
Act of 1961, the Arms Export Control
• Send paper comments in triplicate
Act, the Foreign Affairs Reform and
to Elizabeth M. Murphy, Secretary,
Restructuring Act of 1998, and the State
Securities and Exchange Commission,
Department Basic Authorities Act, as
100 F Street, NE., Washington, DC
amended (22 U.S.C. 2651a), and
20549–1090.
delegated to me by Delegation of
All submissions should refer to File
Authority 245–1, dated February 13,
Number SR–BSECC–2009–03. This file
2009, I hereby delegate to Rose E.
number should be included on the
subject line if e-mail is used. To help the Gottemoeller, Assistant Secretary for
Verification, Compliance, and
Commission process and review your
Implementation, to the extent
comments more efficiently, please use
only one method. The Commission will authorized by law, all authorities.
post all comments on the Commission’s vested in the Under Secretary of State
for Arms Control and International
Internet Web site (https://www.sec.gov/
Security, including all authorities
rules/sro.shtml). Copies of the
vested in the Secretary of State that have
submission, all subsequent
been or may be delegated to that Under
amendments, all written statements
Secretary.
with respect to the proposed rule
Any authority covered by this
change that are filed with the
delegation may also be exercised by the
Commission, and all written
Secretary of State, the Deputy Secretary
communications relating to the
of State, the Deputy Secretary of State
proposed rule change between the
Commission and any person, other than for Management and Resources, the
Under Secretary for Political Affairs and
those that may be withheld from the
the Under Secretary for Management.
public in accordance with the
This delegation shall expire upon the
provisions of 5 U.S.C. 552, will be
appointment and entry upon duty of an
available for inspection and copying in
individual to serve as the Under
9 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(3).
10 17
PO 00000
Frm 00105
Fmt 4703
Sfmt 4703
11 17
E:\FR\FM\05MYN1.SGM
CFR 200.30–3(a)(12).
05MYN1
]]>Agencies
[Federal Register Volume 74, Number 85 (Tuesday, May 5, 2009)]
[Notices]
[Pages 20774-20775]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-10195]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59818; File No. SR-BSECC-2009-03]
Self-Regulatory Organizations; Boston Stock Exchange Clearing
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed
Rule Change To Amend the Certificate of Incorporation of The NASDAQ OMX
Group, Inc.
April 23, 2009.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on April 2, 2009, Boston
Stock Exchange Clearing Corporation (``BSECC'') 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 primarily by BSECC. BSECC filed the proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \2\ and Rule 19b-
4(f)(3) \3\ thereunder so that the proposal was 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\ 15 U.S.C. 78s-1(b)(3)(A)(iii).
\3\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
BSECC is filing this proposed rule change with regard to proposed
changes to the Restated Certificate of Incorporation (``Certificate'')
of its parent corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX'').
The proposed rule change will be implemented as soon as practicable
following filing with the Commission. The text of the proposed rule
change is available at https://www.nasdaqtrader.com/Trader.aspx?id=BSECCIE2009, at BSECC's principal office, 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, BSECC 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. BSECC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such
statements.\4\
---------------------------------------------------------------------------
\4\ The Commission has modified parts of these statements.
---------------------------------------------------------------------------
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
NASDAQ OMX is proposing to make amendments to its Certificate. As
provided in Articles XI and XII of the NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be reviewed by the Board of
Directors of each self-regulatory subsidiary of NASDAQ OMX, and if any
such proposed amendment must under Section 19 of the Act and the rules
promulgated thereunder be filed with or filed with and approved by the
Commission before such amendment may be effective, then such amendment
shall not be effective until filed with or filed with and approved by
the Commission as the case may be. The governing boards of NASDAQ OMX
BX, Inc. (``BX''), NASDAQ OMX PHLX, Inc. (``PHLX''), The NASDAQ Stock
Market LLC (``NASDAQ Exchange''), BSECC, and Stock Clearing Corporation
of Philadelphia (``SCCP'') have each reviewed the proposed change and
determined that it should be filed with the Commission.\5\ The changes
to the Certificate are limited in scope, and under Delaware law, they
do not require approval by the stockholders of NASDAQ OMX.
---------------------------------------------------------------------------
\5\ The NASDAQ Exchange, PHLX, BX, BSECC, and SCCP are each
submitting this filing pursuant to Section 19(b)(3)(A)(iii) of the
Act, 15 U.S.C. 78s(b)(3)(A)(iii).
---------------------------------------------------------------------------
Specifically, NASDAQ OMX is proposing to restate without amendment
[[Page 20775]]
its Certificate. The Certificate is composed of a previous Restated
Certificate of Incorporation adopted in 2003 and numerous subsequent
amendments, which under Delaware law are adopted as freestanding
documents. However, Delaware law allows the various documents
comprising a certificate of incorporation to be consolidated into a
single restated certificate upon approval of a corporation's board of
directors. The change will assist interested persons, including NASDAQ
OMX stockholders and Commission staff, in reading the Certificate
without having to review multiple documents. The restated Certificate
reflects the deletion of both the Certificate of Designations,
Preferences and Rights of Series D Preferred Stock and the Certificate
of Elimination that was recently filed with respect to it.\6\ Since the
latter component of the Certificate cancels the former, they are both
deleted from the restated Certificate.
---------------------------------------------------------------------------
\6\ Securities Exchange Act Release No. 59460 (February 26,
2009), 74 FR 9841 (March 6, 2009) (SR-NASDAQ-2009-010, SR-BX-2009-
009, SR-Phlx-2009-14); Securities Exchange Act Release No. 59496
(March 3, 2009), 74 FR 10626 (March 11, 2009) (SR-BSECC-2009-01);
Securities Exchange Act Release No. 59494 (March 3, 2009), 74 FR
10642 (March 11, 2009) (SR-SCCP-2009-01).
---------------------------------------------------------------------------
2. Statutory Basis
The proposed rule change is consistent with Section 17A of the Act
\7\ in general and with Section 17A(b)(3)(A) of the Act \8\ in
particular because it is designed to ensure that BSECC is so organized
and has the capacity to be able to facilitate the prompt and accurate
clearance and settlement of securities transactions. The proposed
change will enhance the clarity of NASDAQ OMX's governance documents by
restating the various documents comprising the Certificate as a single
document.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78q-1.
\8\ 15 U.S.C. 78q-1(b)(3)(A).
---------------------------------------------------------------------------
(B) Self-Regulatory Organization's Statement on Burden on Competition
BSECC 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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(3) \10\ promulgated
thereunder because the proposal change is concerned solely with the
administration of BSECC. At any time within sixty 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.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A)(iii).
\10\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
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-BSECC-2009-03 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-BSECC-2009-03. 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 such filing also will be available for
inspection and copying at the principal office of BSECC. 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-BSECC-2009-03 and should be
submitted on or before May 26, 2009.
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------
\11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-10195 Filed 5-4-09; 8:45 am]
BILLING CODE 8010-01-P
