Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change in Connection With the Proposal of NYSE Euronext To Require That at Least Three-Fourths of Its Directors Satisfy Independence Requirements, 43193-43194 [E9-20544]
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Federal Register / Vol. 74, No. 164 / Wednesday, August 26, 2009 / Notices
provide ATP Holders 12 and investors
with additional opportunities to trade
customized options in an exchange
environment.
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
No written comments were solicited
or received with respect to the proposed
rule change.
jlentini on DSKJ8SOYB1PROD with NOTICES
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 13 and Rule
19b–4(f)(6) thereunder.14 Because the
foregoing rule does not (i) significantly
affect the protection of investors or the
public interest; (ii) impose any
significant burden on competition; and
(iii) 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, provided that the selfregulatory organization has given 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,15 the proposed rule
change has become effective pursuant to
Section 19(b)(3)(A) of the Act 16 and
Rule 19b–4(f)(6) thereunder.17
Under Rule 19b–4(f)(6) of the Act,18 a
proposal does not become operative for
30 days after the date of its filing, or
such shorter time as the Commission
may designate if consistent with the
protection of investors and the public
interest.
The Exchange has requested that the
Commission waive the 30-day operative
date. The Exchange believes that waiver
of the 30-day operative date will: (i)
Permit the Exchange to offer investors
additional opportunities to trade
12 See
NYSE Amex Rule 900.2NY(5).
13 15 U.S.C. 78s(b)(3)(A)(iii).
14 17 CFR 240.19b–4(f)(6).
15 The Exchange has fulfilled this five day
requirement.
16 15 U.S.C. 78s(b)(3)(A).
17 17 CFR 240.19b–4(f)(6).
18 Id.
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17:05 Aug 25, 2009
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customized options in response to
recent member requests; and (ii) level
the current competitive landscape by
permitting the Exchange to implement
changes similar to those recently
implemented by another self-regulatory
organization. The Commission believes
that waiving the 30-day operative delay
is consistent with the protection of
investors and the public interest, and
thus designates the proposal as
operative upon filing.19 The
Commission notes that the Exchange’s
proposal is based on a similar proposed
rule change adopted by the Chicago
Board Options Exchange.20 That
proposal was subject to full notice and
comment and no comments were
received. Based on this, the Commission
believes that it is appropriate to
designate the proposal operative upon
filing.
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 rulecomments@sec.gov. Please include File
Number SR–NYSEAMEX–2009–44 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–NYSEAMEX–2009–44. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
19 For
purposes only of waiving the operative date
of this proposal, the Commission has considered
the proposed rule’s impact on efficiency,
competition, and capital formation. See 15 U.S.C.
78c(f). See also 17 CFR 200.30–3(a)(59).
20 Securities Exchange Act Release No. 59417
(February 18, 2009), 74 FR 8591 (February 25, 2009)
(SR–CBOE–2008–115).
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43193
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 20549–1090 on official business
days between the hours of 10 a.m. and
3 p.m. Copies of the filing will also be
available for inspection and copying at
the NYSE’s principal office and on its
Internet Web site at https://
www.nyse.com. 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–
NYSEAMEX–2009–44 and should be
submitted on or before September 16,
2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–20545 Filed 8–25–09; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–60542; File No. SR–NYSE–
2009–60]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Approving a Proposed Rule Change in
Connection With the Proposal of NYSE
Euronext To Require That at Least
Three-Fourths of Its Directors Satisfy
Independence Requirements
August 19, 2009.
I. Introduction
On June 23, 2009, the New York Stock
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
21 17
E:\FR\FM\26AUN1.SGM
CFR 200.30–3(a)(12).
26AUN1
43194
Federal Register / Vol. 74, No. 164 / Wednesday, August 26, 2009 / Notices
to Section 19(b)(1) 1 of the Securities
Exchange Act of 1934 (the ‘‘Act’’) 2 and
Rule 19b–4 thereunder,3 a proposed rule
change to amend the Bylaws of its
ultimate parent, NYSE Euronext
(‘‘Corporation’’),4 and the Corporation’s
Director Independence Policy to require
that at least three-fourths of the
members of the Corporation’s Board of
Directors (‘‘Board’’) satisfy
independence requirements. The
proposed rule change was published for
comment in the Federal Register on July
16, 2009.5 The Commission received no
comments regarding the proposal. This
order approves the proposed rule
change.
II. Description of the Proposal
Section 10.10(C) of the Corporation’s
Bylaws provides, among other things,
that for so long as the Corporation shall
control, directly or indirectly, any U.S.
Regulated Subsidiaries,6 before any
amendment or repeal of any provision
of the Bylaws shall be effective, such
amendment or repeal shall be filed with
or filed with and approved by the
Commission under Section 19 of the Act
and the rules promulgated thereunder.
Consistent with this requirement, NYSE
filed this proposed rule change.
Currently, the Corporation’s Bylaws and
Director Independence Policy require
that all members of the Board, other
than the Chief Executive Officer and the
Deputy Chief Executive Officer, must
satisfy the independence requirements
for directors of the Corporation.7 The
proposed rule change would permit the
Corporation to amend its Bylaws and
Director Independence Policy to require
that at least three-fourths of the
members of the Board satisfy the
independence requirements for
directors of the Corporation.
The Exchange stated that the
proposed amendment to the Bylaws and
Director Independence Policy would not
alter or amend the standards by which
the Corporation determines whether an
individual director is independent;
would not affect the independence
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 The NYSE, a New York limited liability
company, is an indirect wholly-owned subsidiary of
NYSE Euronext.
5 See Securities Exchange Act Release No. 60261
(July 8, 2009), 74 FR 34609 (‘‘Notice’’).
6 Section 7.3(G) of the Corporation’s Bylaws
defines ‘‘U.S. Regulated Subsidiaries’’ as New York
Stock Exchange LLC, NYSE Market, Inc., NYSE
Regulation, Inc., NYSE Arca, LLC, NYSE Arca, Inc.,
NYSE Arca Equities, Inc. and NYSE Alternext US
LLC or their successors, in each case to the extent
that such entities continue to be controlled, directly
or indirectly, by the Corporation.
7 See Section 3.4 of the Amended and Restated
Bylaws of NYSE Euronext (‘‘Bylaws’’).
requirements of the Exchange with
respect to its directors or the director
independence requirements of any of
the other self-regulatory organizations
for which the Corporation is the
ultimate parent or of NYSE Group, Inc.,
the intermediate holding company,
including in each case the number of
required independent directors; and
would not affect other director
qualification requirements set forth in
the Bylaws of the Corporation.8
The Exchange further stated that the
current board independence
requirement eliminates from
consideration as potential directors of
the Corporation a substantial number of
individuals who could contribute
significantly to the deliberations of the
Corporation’s Board by virtue of their
knowledge, ability, and experience. The
Exchange believes that the proposed
rule change would continue to protect
the independent judgment of the Board,
while permitting the Corporation to
consider a broader range of experienced
and knowledgeable individuals as
directors.9
III. Discussion
After careful review, the Commission
finds that the proposed rule change is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange. Specifically, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(1) of the Act,10 which requires,
among other things, that an exchange be
so organized and have the capacity to be
able to carry out the purposes of the Act.
The Commission also finds that the
proposed rule change is consistent with
Section 6(b)(5) of the Act,11 which
requires, among other things, that the
rules of a national securities exchange
be designed to prevent fraudulent and
manipulative acts and practices, 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.12
jlentini on DSKJ8SOYB1PROD with NOTICES
2 15
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8 See e.g., Section 3.2 of the Bylaws (Certain
Qualifications for the Board of Directors).
9 There are currently 18 directors on the Board,
including the Chief Executive Officer and the
Deputy Chief Executive Officer. The Bylaws
currently require 16 of the directors (i.e., all but the
two aforementioned employees) to be independent.
The proposed amendment to the Bylaws would
require a minimum of 14 of the directors to be
independent.
10 15 U.S.C. 78f(b)(1).
11 15 U.S.C. 78(f)(b)(5).
12 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition and capital
formation. See 15 U.S.C. 78c(f).
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The Bylaws currently require that 16
of the 18 directors of the Corporation’s
Board (all the directors except the Chief
Executive Officer and the Deputy Chief
Executive Officer) must satisfy the
Corporation’s independence
requirements. The Commission notes
that the proposed rule change, which
would require that at least three-fourths
of the Board to be independent, would
still require a minimum of 14 directors
to satisfy the Corporation’s
independence requirements. The
Commission also notes that the proposal
would not alter the Corporation’s
standards for determining director
independence. The Commission
believes that the proposal strikes a
reasonable balance between the goals of
retaining highly qualified and
experienced directors for Board service
and protecting the exercise of
independent judgment by the
Corporation’s Board.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,13 that the
proposed rule change (SR–NYSE–2009–
60) be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–20544 Filed 8–25–09; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–60537; File No. SR–ISE–
2009–63]
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change Relating to Fee Changes
August 19, 2009.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on August 7,
2009, the International Securities
Exchange, LLC (the ‘‘Exchange’’ or the
‘‘ISE’’) 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 selfregulatory organization. The
Commission is publishing this notice to
13 15
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
14 17
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26AUN1
]]>Agencies
[Federal Register Volume 74, Number 164 (Wednesday, August 26, 2009)]
[Notices]
[Pages 43193-43194]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-20544]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-60542; File No. SR-NYSE-2009-60]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Approving a Proposed Rule Change in Connection With the Proposal of
NYSE Euronext To Require That at Least Three-Fourths of Its Directors
Satisfy Independence Requirements
August 19, 2009.
I. Introduction
On June 23, 2009, the New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant
[[Page 43194]]
to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the
``Act'') \2\ and Rule 19b-4 thereunder,\3\ a proposed rule change to
amend the Bylaws of its ultimate parent, NYSE Euronext
(``Corporation''),\4\ and the Corporation's Director Independence
Policy to require that at least three-fourths of the members of the
Corporation's Board of Directors (``Board'') satisfy independence
requirements. The proposed rule change was published for comment in the
Federal Register on July 16, 2009.\5\ The Commission received no
comments regarding the proposal. This order approves the proposed rule
change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ The NYSE, a New York limited liability company, is an
indirect wholly-owned subsidiary of NYSE Euronext.
\5\ See Securities Exchange Act Release No. 60261 (July 8,
2009), 74 FR 34609 (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposal
Section 10.10(C) of the Corporation's Bylaws provides, among other
things, that for so long as the Corporation shall control, directly or
indirectly, any U.S. Regulated Subsidiaries,\6\ before any amendment or
repeal of any provision of the Bylaws shall be effective, such
amendment or repeal shall be filed with or filed with and approved by
the Commission under Section 19 of the Act and the rules promulgated
thereunder. Consistent with this requirement, NYSE filed this proposed
rule change. Currently, the Corporation's Bylaws and Director
Independence Policy require that all members of the Board, other than
the Chief Executive Officer and the Deputy Chief Executive Officer,
must satisfy the independence requirements for directors of the
Corporation.\7\ The proposed rule change would permit the Corporation
to amend its Bylaws and Director Independence Policy to require that at
least three-fourths of the members of the Board satisfy the
independence requirements for directors of the Corporation.
---------------------------------------------------------------------------
\6\ Section 7.3(G) of the Corporation's Bylaws defines ``U.S.
Regulated Subsidiaries'' as New York Stock Exchange LLC, NYSE
Market, Inc., NYSE Regulation, Inc., NYSE Arca, LLC, NYSE Arca,
Inc., NYSE Arca Equities, Inc. and NYSE Alternext US LLC or their
successors, in each case to the extent that such entities continue
to be controlled, directly or indirectly, by the Corporation.
\7\ See Section 3.4 of the Amended and Restated Bylaws of NYSE
Euronext (``Bylaws'').
---------------------------------------------------------------------------
The Exchange stated that the proposed amendment to the Bylaws and
Director Independence Policy would not alter or amend the standards by
which the Corporation determines whether an individual director is
independent; would not affect the independence requirements of the
Exchange with respect to its directors or the director independence
requirements of any of the other self-regulatory organizations for
which the Corporation is the ultimate parent or of NYSE Group, Inc.,
the intermediate holding company, including in each case the number of
required independent directors; and would not affect other director
qualification requirements set forth in the Bylaws of the
Corporation.\8\
---------------------------------------------------------------------------
\8\ See e.g., Section 3.2 of the Bylaws (Certain Qualifications
for the Board of Directors).
---------------------------------------------------------------------------
The Exchange further stated that the current board independence
requirement eliminates from consideration as potential directors of the
Corporation a substantial number of individuals who could contribute
significantly to the deliberations of the Corporation's Board by virtue
of their knowledge, ability, and experience. The Exchange believes that
the proposed rule change would continue to protect the independent
judgment of the Board, while permitting the Corporation to consider a
broader range of experienced and knowledgeable individuals as
directors.\9\
---------------------------------------------------------------------------
\9\ There are currently 18 directors on the Board, including the
Chief Executive Officer and the Deputy Chief Executive Officer. The
Bylaws currently require 16 of the directors (i.e., all but the two
aforementioned employees) to be independent. The proposed amendment
to the Bylaws would require a minimum of 14 of the directors to be
independent.
---------------------------------------------------------------------------
III. Discussion
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange.
Specifically, the Commission finds that the proposed rule change is
consistent with Section 6(b)(1) of the Act,\10\ which requires, among
other things, that an exchange be so organized and have the capacity to
be able to carry out the purposes of the Act. The Commission also finds
that the proposed rule change is consistent with Section 6(b)(5) of the
Act,\11\ which requires, among other things, that the rules of a
national securities exchange be designed to prevent fraudulent and
manipulative acts and practices, 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.\12\
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b)(1).
\11\ 15 U.S.C. 78(f)(b)(5).
\12\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition and
capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
The Bylaws currently require that 16 of the 18 directors of the
Corporation's Board (all the directors except the Chief Executive
Officer and the Deputy Chief Executive Officer) must satisfy the
Corporation's independence requirements. The Commission notes that the
proposed rule change, which would require that at least three-fourths
of the Board to be independent, would still require a minimum of 14
directors to satisfy the Corporation's independence requirements. The
Commission also notes that the proposal would not alter the
Corporation's standards for determining director independence. The
Commission believes that the proposal strikes a reasonable balance
between the goals of retaining highly qualified and experienced
directors for Board service and protecting the exercise of independent
judgment by the Corporation's Board.
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\13\ that the proposed rule change (SR-NYSE-2009-60) be, and hereby
is, approved.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(2).
\14\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-20544 Filed 8-25-09; 8:45 am]
BILLING CODE 8010-01-P
