Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1, by New York Stock Exchange LLC in Connection with the Proposal of NYSE Euronext to Eliminate the Requirement of an 80% Supermajority Vote to Amend or Repeal Section 3.1 of its Bylaws, 79060-79061 [2010-31684]
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<![CDATA[
79060
Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices
copying at the principal office of the
ISE. 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–ISE–2010–109 and should
be submitted by January 7, 2011.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–31683 Filed 12–16–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63532; File No. SR–NYSE–
2010–77]
Self-Regulatory Organizations; Notice
of Filing of Proposed Rule Change, as
Modified by Amendment No. 1, by New
York Stock Exchange LLC in
Connection with the Proposal of NYSE
Euronext to Eliminate the Requirement
of an 80% Supermajority Vote to
Amend or Repeal Section 3.1 of its
Bylaws
December 13, 2010.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on November
30, 2010, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, and II below, which Items have
been prepared by the self-regulatory
organization. On December 3, 2010, the
Exchange filed Amendment No. 1 to the
proposed rule change. The Commission
is publishing this notice to solicit
comments on the proposed rule change
from interested persons.
emcdonald on DSK2BSOYB1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is submitting this rule
filing in connection with the proposal of
its ultimate parent, NYSE Euronext (the
‘‘Corporation’’),4 to amend its bylaws
(the ‘‘Bylaws’’) to eliminate the
8 17
CFR 200.30–3(a)(12).
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.
1 15
VerDate Mar<15>2010
16:45 Dec 16, 2010
Jkt 223001
requirement that the affirmative vote of
the holders of not less than 80% of the
votes entitled to be cast by the holders
of the outstanding capital stock of the
Corporation entitled to vote generally in
the election of directors is necessary for
the stockholders to amend or repeal
Article III, Section 3.1 of the Bylaws.
The text of the proposed rule change is
available at the Exchange, the
Commission’s Public Reference Room,
and the Exchange’s website at
www.nyse.com.
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
self-regulatory organization 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.
The Exchange 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 the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange is submitting this rule
filing in connection with the proposal of
the Corporation, which is the ultimate
parent company of the Exchange, to
amend its Bylaws to eliminate the
requirement that the affirmative vote of
the holders of not less than 80% of the
votes entitled to be cast by the holders
of the outstanding capital stock of the
Corporation entitled to vote generally in
the election of directors is necessary for
the stockholders to amend or repeal
Article III, Section 3.1 of the Bylaws
relating to the general powers of the
Board of Directors of the Corporation
(‘‘Board’’). Section 3.1 also provides that
the number of Directors on the Board
shall be fixed and changed from time to
time exclusively by the Board pursuant
to a resolution adopted by two-thirds of
the directors then in office. Elimination
of this 80% ‘‘supermajority’’ voting
provision as it relates to Section 3.1 will
have the effect that only a majority of
the same number of votes entitled to be
cast will be required to amend or repeal
this section of the Bylaws.
Background
In connection with its 2010 Annual
Meeting, the Corporation received a
stockholder proposal to eliminate the
PO 00000
Frm 00096
Fmt 4703
Sfmt 4703
supermajority voting requirements
necessary to amend certain provisions
of the Corporation’s certificate of
incorporation (‘‘Certificate’’) and Bylaws.
Following receipt of that proposal, the
Corporation began discussions with its
regulators regarding the possibility of
amending its Certificate and Bylaws to
implement the proposal. While
recognizing the interest of stockholders
in simple majority voting to amend
these basic governing documents, the
Corporation was also cognizant of the
fact that, at the time of the merger
between Euronext and NYSE Group that
created the Corporation, both European
and U.S regulators were concerned
about insuring a balance of U.S. and
European perspectives in the
governance of the newly formed entity.
The regulators and the respective boards
of directors viewed the combination of
Euronext and NYSE Group as a ‘‘merger
of equals,’’ and balanced representation
between American and European
representatives on the Board was the
primary means by which the principle
of equality was to be implemented. The
regulatory authorities approved
supermajority voting to amend the
governance provisions in the Certificate
and Bylaws considered to be most
important in maintaining this balance.
Following further discussions
between the Corporation and its
regulators, the regulators have indicated
that they would not oppose a change to
a simple majority provision for certain
of the provisions currently subject to an
80% voting requirement, including
Article III, Section 3.1 of the Bylaws.
Section 3.1 reads as follows:
‘‘General Powers. The business and
affairs of the Corporation shall be
managed by or under the direction of
the Board of Directors. The number of
directors on the Board of Directors shall
be fixed and changed from time to time
exclusively by the Board of Directors
pursuant to a resolution adopted by
two-thirds of the directors then in office.
In addition to the powers and
authorities expressly conferred upon
them by these Bylaws, the Board of
Directors may exercise all such powers
of the Corporation and do all such
lawful acts and things as are not by
statute or by the Certificate of
Incorporation or by these Bylaws
required to be exercised or done by the
stockholders. A director need not be a
stockholder.’’
The purpose of this proposed rule
change is to implement the decision of
the Board to remove the 80%
supermajority voting requirement with
respect to the aforementioned Bylaw
provision.
E:\FR\FM\17DEN1.SGM
17DEN1
Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices
2. Statutory Basis
IV. Solicitation of Comments
The proposed rule change is
consistent with Section 6(b) 5 of the Act,
in general, and furthers the objectives of
Section 6(b)(5) 6 in particular in that it
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
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. More specifically, the
Exchange believes that the proposed
rule change will permit the Corporation
to respond to the stockholder proposal
submitted to it while also ensuring
ongoing regulatory comfort concerning
balanced representation in the
governance of the Corporation which
will thereby contribute to perfecting the
mechanism of a free and open market
and a national market system, consistent
with the protection of investors and the
public interest.
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:
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.
emcdonald on DSK2BSOYB1PROD with NOTICES
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 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 or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
5 15
6 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
VerDate Mar<15>2010
16:45 Dec 16, 2010
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–31684 Filed 12–16–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
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–NYSE–2010–77 on the
subject line.
[Release No. 34–63533; File No. SR–MSRB–
2010–17]
Paper Comments
December 13, 2010.
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Notice of Filing of Amendments
to Rule A–3, on Membership on the
Board
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 November
30, 2010, the Municipal Securities
Rulemaking Board (‘‘Board’’ or ‘‘MSRB’’)
filed with the Securities and Exchange
All submissions should refer to File
Commission (‘‘SEC’’ or ‘‘Commission’’)
Number SR–NYSE–2010–77. This file
the proposed rule change as described
number should be included on the
subject line if e-mail is used. To help the in Items I, II and III below, which Items
have been prepared by the MSRB. The
Commission process and review your
Commission is publishing this notice to
comments more efficiently, please use
only one method. The Commission will solicit comments on the proposed rule
post all comments on the Commission’s change from interested persons.
Internet Web site (https://www.sec.gov/
I. Self-Regulatory Organization’s
rules/sro.shtml). Copies of the
Statement of the Terms of Substance of
submission, all subsequent
the Proposed Rule Change
amendments, all written statements
The MSRB is filing with the SEC a
with respect to the proposed rule
proposed rule change consisting of
change that are filed with the
amendments to Rule A–3, on
Commission, and all written
membership on the Board, in order to
communications relating to the
establish a Nominating Committee in
proposed rule change between the
compliance with MSRB transitional
Commission and any person, other than Rule A–3(i).
those that may be withheld from the
The text of the proposed rule change
public in accordance with the
is available on the MSRB’s Web site at
provisions of 5 U.S.C. 552, will be
https://www.msrb.org/Rules-andInterpretations/SEC-Filings/2010available for Web site viewing and
Filings.aspx, at the MSRB’s principal
printing in the Commission’s Public
office, and at the Commission’s Public
Reference Room, on official business
Reference Room.
days between the hours of 10 a.m. and
3 p.m.
II. Self-Regulatory Organization’s
Statement of The Purpose of, And
Copies of the filing also will be
Statutory Basis for, the Proposed Rule
available for inspection and copying at
the principal office of the Exchange. All Change
comments received will be posted
In its filing with the Commission, the
without change; the Commission does
MSRB included statements concerning
not edit personal identifying
the purpose of and basis for the
information from submissions. You
proposed rule change and discussed any
should submit only information that
comments it received on the proposed
you wish to make available publicly. All rule change. The text of these statements
may be examined at the places specified
submissions should refer to File
Number SR–NYSE–2010–77 and should
7 17 CFR 200.30–3(a)(12).
be submitted on or before January 7,
1 15 U.S.C. 78s(b)(1).
2011.
2
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
17 CFR 240.19b–4.
Jkt 223001
79061
PO 00000
Frm 00097
Fmt 4703
Sfmt 4703
E:\FR\FM\17DEN1.SGM
17DEN1
]]>Agencies
[Federal Register Volume 75, Number 242 (Friday, December 17, 2010)]
[Notices]
[Pages 79060-79061]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-31684]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63532; File No. SR-NYSE-2010-77]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change, as Modified by Amendment No. 1, by New York Stock Exchange LLC
in Connection with the Proposal of NYSE Euronext to Eliminate the
Requirement of an 80% Supermajority Vote to Amend or Repeal Section 3.1
of its Bylaws
December 13, 2010.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on November 30, 2010, New York Stock Exchange LLC (``NYSE''
or the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
and II below, which Items have been prepared by the self-regulatory
organization. On December 3, 2010, the Exchange filed Amendment No. 1
to the proposed rule change. 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. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is submitting this rule filing in connection with the
proposal of its ultimate parent, NYSE Euronext (the
``Corporation''),\4\ to amend its bylaws (the ``Bylaws'') to eliminate
the requirement that the affirmative vote of the holders of not less
than 80% of the votes entitled to be cast by the holders of the
outstanding capital stock of the Corporation entitled to vote generally
in the election of directors is necessary for the stockholders to amend
or repeal Article III, Section 3.1 of the Bylaws. The text of the
proposed rule change is available at the Exchange, the Commission's
Public Reference Room, and the Exchange's website at www.nyse.com.
---------------------------------------------------------------------------
\4\ The NYSE, a New York limited liability company, is an
indirect wholly-owned subsidiary of NYSE Euronext.
---------------------------------------------------------------------------
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 self-regulatory organization
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. The Exchange 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange is submitting this rule filing in connection with the
proposal of the Corporation, which is the ultimate parent company of
the Exchange, to amend its Bylaws to eliminate the requirement that the
affirmative vote of the holders of not less than 80% of the votes
entitled to be cast by the holders of the outstanding capital stock of
the Corporation entitled to vote generally in the election of directors
is necessary for the stockholders to amend or repeal Article III,
Section 3.1 of the Bylaws relating to the general powers of the Board
of Directors of the Corporation (``Board''). Section 3.1 also provides
that the number of Directors on the Board shall be fixed and changed
from time to time exclusively by the Board pursuant to a resolution
adopted by two-thirds of the directors then in office. Elimination of
this 80% ``supermajority'' voting provision as it relates to Section
3.1 will have the effect that only a majority of the same number of
votes entitled to be cast will be required to amend or repeal this
section of the Bylaws.
Background
In connection with its 2010 Annual Meeting, the Corporation
received a stockholder proposal to eliminate the supermajority voting
requirements necessary to amend certain provisions of the Corporation's
certificate of incorporation (``Certificate'') and Bylaws. Following
receipt of that proposal, the Corporation began discussions with its
regulators regarding the possibility of amending its Certificate and
Bylaws to implement the proposal. While recognizing the interest of
stockholders in simple majority voting to amend these basic governing
documents, the Corporation was also cognizant of the fact that, at the
time of the merger between Euronext and NYSE Group that created the
Corporation, both European and U.S regulators were concerned about
insuring a balance of U.S. and European perspectives in the governance
of the newly formed entity. The regulators and the respective boards of
directors viewed the combination of Euronext and NYSE Group as a
``merger of equals,'' and balanced representation between American and
European representatives on the Board was the primary means by which
the principle of equality was to be implemented. The regulatory
authorities approved supermajority voting to amend the governance
provisions in the Certificate and Bylaws considered to be most
important in maintaining this balance.
Following further discussions between the Corporation and its
regulators, the regulators have indicated that they would not oppose a
change to a simple majority provision for certain of the provisions
currently subject to an 80% voting requirement, including Article III,
Section 3.1 of the Bylaws. Section 3.1 reads as follows:
``General Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. The
number of directors on the Board of Directors shall be fixed and
changed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by two-thirds of the directors then in
office. In addition to the powers and authorities expressly conferred
upon them by these Bylaws, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these
Bylaws required to be exercised or done by the stockholders. A director
need not be a stockholder.''
The purpose of this proposed rule change is to implement the
decision of the Board to remove the 80% supermajority voting
requirement with respect to the aforementioned Bylaw provision.
[[Page 79061]]
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) \5\ of the
Act, in general, and furthers the objectives of Section 6(b)(5) \6\ in
particular in that it 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 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. More specifically, the Exchange believes that the
proposed rule change will permit the Corporation to respond to the
stockholder proposal submitted to it while also ensuring ongoing
regulatory comfort concerning balanced representation in the governance
of the Corporation which will thereby contribute to perfecting the
mechanism of a free and open market and a national market system,
consistent with the protection of investors and the public interest.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 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 or disapprove the 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-NYSE-2010-77 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-NYSE-2010-77. 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 Web site viewing and
printing in the Commission's Public Reference Room, 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 Exchange. All comments received
will be posted without change; the Commission does not edit personal
identifying information from submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSE-2010-77 and should be submitted on
or before January 7, 2011.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
---------------------------------------------------------------------------
\7\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-31684 Filed 12-16-10; 8:45 am]
BILLING CODE 8011-01-P
