Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Amendments to Rule A-3, on Membership on the Board, 79061-79063 [2010-31685]
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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.
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Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices
in Item IV below. The Board has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
emcdonald on DSK2BSOYB1PROD with NOTICES
1. Purpose
The purpose of the proposed rule
change is to make changes to MSRB
Rule A–3(c) as are necessary and
appropriate prior to the creation of the
Nominating Committee of the MSRB
(hereinafter, ‘‘Nominating and
Governance Committee’’). On September
30, 2010, the SEC approved MSRB Rule
A–3(i), a transitional rule for MSRB
fiscal year 2011 intended to implement
the requirements of the Dodd-Frank
Wall Street Reform and Consumer
Protection Act, Public Law 111–203,
124 Stat. 1376 (2010) (the ‘‘Dodd-Frank
Act’’).3 The transitional rule provides
that on or after October 1, 2010, and
prior to the formation of the Nominating
Committee for purposes of nominating
Board members for fiscal year 2012, the
Board will amend the provisions of Rule
A–3(c) to (a) reflect the composition of
the Board as provided under the DoddFrank Act, (b) assure that the
Nominating Committee will be
composed of a majority of public
members and will have fair
representation of broker-dealers, bank
dealers, and municipal advisors, and (c)
reflect such other considerations
consistent with the provisions of
Section 15B of the Act and the DoddFrank Act as the Board deems
appropriate. The proposed rule change
is intended to amend Rule A–3(c) to
comply with the requirements of
transitional Rule A–3(i), as approved by
the SEC.
Amendments to Rule A–3(c)
Consistent with Rule A–3(i), the
Nominating and Governance Committee
would consist of eleven members, six of
whom would be public members and
five of whom would be industry
members. The Chair of the Committee
would be a public member. Establishing
an eleven member committee will allow
for fair representation of regulated
entities by reserving five positions for
brokers, dealers, municipal securities
dealers and municipal advisors.
Each constituency identified in the
Dodd-Frank Act would be guaranteed a
minimum of one seat on the Nominating
and Governance Committee but the
level of each constituency would be
3 See Exchange Act Release No. 63025 (Sep. 30,
2010), 75 FR 61806 (Oct. 6, 2010).
VerDate Mar<15>2010
16:45 Dec 16, 2010
Jkt 223001
capped to avoid overweighting of any
one over the others.
These ranges of membership are as
follows:
• Six public members consisting of
(a) At least one, but no more than three,
representative of institutional or retail
investors; (b) at least one, but no more
than three, representative of municipal
entities; (c) at least one, but no more
than three, members of the public with
knowledge of or experience in the
municipal industry and not
representative of investors or municipal
entities; 4 and
• five regulated members, consisting
of (a) at least one, but no more than two,
representative of broker-dealers; (b) at
least one, but no more than two,
representative of bank dealers; and (c) at
least one, but no more than two,
representative of non-dealer municipal
advisors.
The Board believes this formulation is
consistent with the Dodd-Frank Act and
Rule A–3(i) in that it provides for a
majority of public members on the
Committee and fair representation of
regulated entities. The MSRB also
believes it is important that the Chair of
the Nominating and Governance
Committee be a public member, both as
a governance best practice and in
recognition of the majority of public
members on the Board, as mandated by
the Dodd-Frank Act.
The Board also proposes certain
administrative amendments to Rule
A–3(c). First, the rule change provides
that members may serve staggered
terms, which are terms that do not
commence and conclude on the same
date thereby creating groups or classes
of directors. The Board had been
divided previously into three classes of
five members per class. Each year, one
class would conclude its service. In
order to comply with the Dodd-Frank
Act, the Board modified this structure to
accommodate a 21 member Board.
While the terms are staggered currently,
the new group of 11 Board members is
serving a two year transitional term,
while the other members continue to
serve three year terms. The Board is
currently evaluating the appropriate
term for new Board members, but
expects that terms will continue to be
staggered in order to relieve the burden
on the Nominating and Governance
Committee of replacing the entire Board
in any one year and in order to ensure
the continuity and consistency of the
Board.
Next, the proposed rule change
reflects that Board members may only
serve consecutive terms under two
scenarios: (a) By invitation from the
Nominating and Governance Committee
due to special circumstances as
determined by the Board, such as where
a Board member possesses special
expertise needed by the Board that is
not possessed by other Board members
or generally by persons in the pool of
potential candidates for Board
membership; or (b) having filled a
vacancy under Rule A–3(e) and,
therefore, served only a partial term.
The Board also proposes revisions to
Rule A–3(c) to provide that it will solicit
nominations for Board membership in a
financial journal having national
circulation among members of the
municipal securities industry, as well as
a financial journal having general
national circulation. This change is
proposed because potential public
members and certain types of municipal
advisors may not read municipal
securities newspapers or periodicals
regularly. Finally, the Board proposes
changes to Rule A–3(c) to require the
publishing on the Board’s Web site of
the names of all applicants for Board
membership.5 Such publication is
intended to make the nominating
process more transparent. Some
commentators on the transitional Rule
A–3 amendments made suggestions
regarding improving transparency of the
MSRB’s election process, and the Board
believes the practice of publishing the
names of all Board applicants will
provide more transparency regarding
the nominating process.
4 In order to ensure balance on the committee and
reflect the breadth of public representatives on the
Board, the proposal would require one to three
committee members be selected from Board
members who are not representative of municipal
entities or investors.
5 In some cases, a person may be recommended
to the MSRB for membership on the Board but he
or she may not wish to be considered. Any person
who declines to be considered would not be treated
as an applicant and his or her name would not be
published.
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2. Statutory Basis
The MSRB has adopted the proposed
rule change pursuant to Section
15B(b)(2)(B) of the Act, which provides
that the MSRB’s rules shall:
establish fair procedures for the
nomination and election of members of the
Board and assure fair representation in such
nominations and elections of public
representatives, broker dealer
representatives, bank representatives, and
advisor representatives.
The MSRB believes that the proposed
rule change is consistent with Section
15B(b) of the Act, as amended by the
Dodd-Frank Act, in that it would
provide for the creation of an MSRB
Nominating and Governance Committee
E:\FR\FM\17DEN1.SGM
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Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices
that reflects the composition of the
Board as provided under the DoddFrank Act and would assure that the
Nominating and Governance Committee
be composed of a majority of public
members and have fair representation of
broker-dealers, bank dealers, and
municipal advisors, consistent with
MSRB Rule A–3(i) as approved by the
SEC.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Board does not believe that the
proposed rule change will impose any
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act since it is solely
concerned with the administration of
the MSRB and, in any event, provides
for fair representation on the
Nominating and Governance Committee
of public representatives, broker dealer
representatives, bank dealer
representatives and municipal advisor
representatives.
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 on 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
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should
be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act. The
Commission seeks comment on all
aspects of the MSRB’s proposed rule
change, including the proposed
composition of the Nominating and
Governance Committee and whether the
number and proportion of public
representatives, broker-dealer
representatives, bank representatives,
VerDate Mar<15>2010
16:45 Dec 16, 2010
Jkt 223001
and advisor representatives is
appropriate. Because the MSRB, under
the Dodd-Frank Act, is now proposing
and adopting rules with respect to the
activities of two distinct categories of
market participants—municipal
securities dealers and municipal
securities advisors—the Commission
seeks comment on whether the
proposed structure of the MSRB
Nominating and Governance Committee
will assure that the interests of each
constituency are fairly represented. Are
there alternative Nominating and
Governance Committee structures or
other arrangements that would better
achieve these goals? Is the proposed
process for soliciting nominations for
Board membership an appropriate
method of identifying applicants? Will
the nomination process be sufficiently
transparent? 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–MSRB–2010–17 on the
subject line.
79063
MSRB. 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–MSRB–2010–17 and should
be submitted on or before January 7,
2011.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–31685 Filed 12–16–10; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration #12411 and #12412]
Maryland Disaster #MD–00014
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
This is a notice of an
Administrative declaration of a disaster
for the State of Maryland dated 12/09/
2010.
Incident: Severe Storms and a
Tornado.
Paper Comments
Incident Period: 11/17/2010.
• Send paper comments in triplicate
Effective Date: 12/09/2010.
to Elizabeth M. Murphy, Secretary,
Physical Loan Application Deadline
Securities and Exchange Commission,
Date: 02/07/2011.
100 F Street, NE., Washington, DC
Economic Injury (EIDL) Loan
20549–1090.
Application Deadline Date: 09/09/2011.
All submissions should refer to File
ADDRESSES: Submit completed loan
Number SR–MSRB–2010–17. This file
applications to: U.S. Small Business
number should be included on the
Administration, Processing and
subject line if e-mail is used. To help the Disbursement Center, 14925 Kingsport
Commission process and review your
Road, Fort Worth, TX 76155.
comments more efficiently, please use
FOR FURTHER INFORMATION CONTACT: A.
only one method. The Commission will Escobar, Office of Disaster Assistance,
post all comments on the Commission’s U.S. Small Business Administration,
Internet Web site (https://www.sec.gov/
409 3rd Street, SW., Suite 6050,
rules/sro.shtml). Copies of the
Washington, DC 20416.
submission, all subsequent
SUPPLEMENTARY INFORMATION: Notice is
amendments, all written statements
hereby given that as a result of the
with respect to the proposed rule
Administrator’s disaster declaration,
change that are filed with the
applications for disaster loans may be
Commission, and all written
filed at the address listed above or other
communications relating to the
locally announced locations.
proposed rule change between the
The following areas have been
Commission and any person, other than determined to be adversely affected by
those that may be withheld from the
the disaster:
public in accordance with the
Primary City: Baltimore City.
provisions of 5 U.S.C. 552, will be
Contiguous Counties:
available for Web site viewing and
Maryland: Anne Arundel, Baltimore.
printing in the Commission’s Public
The Interest Rates are:
Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official
Percent
business days between the hours of 10
a.m. and 3 p.m. Copies of such filing
For Physical Damage:
also will be available for inspection and
6 17 CFR 200.30–3(a)(12).
copying at the principal office of the
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SUMMARY:
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]]>Agencies
[Federal Register Volume 75, Number 242 (Friday, December 17, 2010)]
[Notices]
[Pages 79061-79063]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-31685]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63533; File No. SR-MSRB-2010-17]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Amendments to Rule A-3, on Membership on the
Board
December 13, 2010.
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
Commission (``SEC'' or ``Commission'') the proposed rule change as
described in Items I, II and III below, which Items have been prepared
by the MSRB. 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.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The MSRB is filing with the SEC a proposed rule change consisting
of amendments to Rule A-3, on membership on the Board, in order to
establish a Nominating Committee in compliance with MSRB transitional
Rule A-3(i).
The text of the proposed rule change is available on the MSRB's Web
site at https://www.msrb.org/Rules-and-Interpretations/SEC-Filings/2010-Filings.aspx, at the MSRB'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, the MSRB 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
[[Page 79062]]
in Item IV below. The Board has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to make changes to MSRB
Rule A-3(c) as are necessary and appropriate prior to the creation of
the Nominating Committee of the MSRB (hereinafter, ``Nominating and
Governance Committee''). On September 30, 2010, the SEC approved MSRB
Rule A-3(i), a transitional rule for MSRB fiscal year 2011 intended to
implement the requirements of the Dodd-Frank Wall Street Reform and
Consumer Protection Act, Public Law 111-203, 124 Stat. 1376 (2010) (the
``Dodd-Frank Act'').\3\ The transitional rule provides that on or after
October 1, 2010, and prior to the formation of the Nominating Committee
for purposes of nominating Board members for fiscal year 2012, the
Board will amend the provisions of Rule A-3(c) to (a) reflect the
composition of the Board as provided under the Dodd-Frank Act, (b)
assure that the Nominating Committee will be composed of a majority of
public members and will have fair representation of broker-dealers,
bank dealers, and municipal advisors, and (c) reflect such other
considerations consistent with the provisions of Section 15B of the Act
and the Dodd-Frank Act as the Board deems appropriate. The proposed
rule change is intended to amend Rule A-3(c) to comply with the
requirements of transitional Rule A-3(i), as approved by the SEC.
---------------------------------------------------------------------------
\3\ See Exchange Act Release No. 63025 (Sep. 30, 2010), 75 FR
61806 (Oct. 6, 2010).
---------------------------------------------------------------------------
Amendments to Rule A-3(c)
Consistent with Rule A-3(i), the Nominating and Governance
Committee would consist of eleven members, six of whom would be public
members and five of whom would be industry members. The Chair of the
Committee would be a public member. Establishing an eleven member
committee will allow for fair representation of regulated entities by
reserving five positions for brokers, dealers, municipal securities
dealers and municipal advisors.
Each constituency identified in the Dodd-Frank Act would be
guaranteed a minimum of one seat on the Nominating and Governance
Committee but the level of each constituency would be capped to avoid
overweighting of any one over the others.
These ranges of membership are as follows:
Six public members consisting of (a) At least one, but no
more than three, representative of institutional or retail investors;
(b) at least one, but no more than three, representative of municipal
entities; (c) at least one, but no more than three, members of the
public with knowledge of or experience in the municipal industry and
not representative of investors or municipal entities; \4\ and
---------------------------------------------------------------------------
\4\ In order to ensure balance on the committee and reflect the
breadth of public representatives on the Board, the proposal would
require one to three committee members be selected from Board
members who are not representative of municipal entities or
investors.
---------------------------------------------------------------------------
five regulated members, consisting of (a) at least one,
but no more than two, representative of broker-dealers; (b) at least
one, but no more than two, representative of bank dealers; and (c) at
least one, but no more than two, representative of non-dealer municipal
advisors.
The Board believes this formulation is consistent with the Dodd-
Frank Act and Rule A-3(i) in that it provides for a majority of public
members on the Committee and fair representation of regulated entities.
The MSRB also believes it is important that the Chair of the Nominating
and Governance Committee be a public member, both as a governance best
practice and in recognition of the majority of public members on the
Board, as mandated by the Dodd-Frank Act.
The Board also proposes certain administrative amendments to Rule
A-3(c). First, the rule change provides that members may serve
staggered terms, which are terms that do not commence and conclude on
the same date thereby creating groups or classes of directors. The
Board had been divided previously into three classes of five members
per class. Each year, one class would conclude its service. In order to
comply with the Dodd-Frank Act, the Board modified this structure to
accommodate a 21 member Board. While the terms are staggered currently,
the new group of 11 Board members is serving a two year transitional
term, while the other members continue to serve three year terms. The
Board is currently evaluating the appropriate term for new Board
members, but expects that terms will continue to be staggered in order
to relieve the burden on the Nominating and Governance Committee of
replacing the entire Board in any one year and in order to ensure the
continuity and consistency of the Board.
Next, the proposed rule change reflects that Board members may only
serve consecutive terms under two scenarios: (a) By invitation from the
Nominating and Governance Committee due to special circumstances as
determined by the Board, such as where a Board member possesses special
expertise needed by the Board that is not possessed by other Board
members or generally by persons in the pool of potential candidates for
Board membership; or (b) having filled a vacancy under Rule A-3(e) and,
therefore, served only a partial term.
The Board also proposes revisions to Rule A-3(c) to provide that it
will solicit nominations for Board membership in a financial journal
having national circulation among members of the municipal securities
industry, as well as a financial journal having general national
circulation. This change is proposed because potential public members
and certain types of municipal advisors may not read municipal
securities newspapers or periodicals regularly. Finally, the Board
proposes changes to Rule A-3(c) to require the publishing on the
Board's Web site of the names of all applicants for Board
membership.\5\ Such publication is intended to make the nominating
process more transparent. Some commentators on the transitional Rule A-
3 amendments made suggestions regarding improving transparency of the
MSRB's election process, and the Board believes the practice of
publishing the names of all Board applicants will provide more
transparency regarding the nominating process.
---------------------------------------------------------------------------
\5\ In some cases, a person may be recommended to the MSRB for
membership on the Board but he or she may not wish to be considered.
Any person who declines to be considered would not be treated as an
applicant and his or her name would not be published.
---------------------------------------------------------------------------
2. Statutory Basis
The MSRB has adopted the proposed rule change pursuant to Section
15B(b)(2)(B) of the Act, which provides that the MSRB's rules shall:
establish fair procedures for the nomination and election of
members of the Board and assure fair representation in such
nominations and elections of public representatives, broker dealer
representatives, bank representatives, and advisor representatives.
The MSRB believes that the proposed rule change is consistent with
Section 15B(b) of the Act, as amended by the Dodd-Frank Act, in that it
would provide for the creation of an MSRB Nominating and Governance
Committee
[[Page 79063]]
that reflects the composition of the Board as provided under the Dodd-
Frank Act and would assure that the Nominating and Governance Committee
be composed of a majority of public members and have fair
representation of broker-dealers, bank dealers, and municipal advisors,
consistent with MSRB Rule A-3(i) as approved by the SEC.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Board does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act since it is solely concerned
with the administration of the MSRB and, in any event, provides for
fair representation on the Nominating and Governance Committee of
public representatives, broker dealer representatives, bank dealer
representatives and municipal advisor representatives.
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 on 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 such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should
be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. The Commission seeks comment on all
aspects of the MSRB's proposed rule change, including the proposed
composition of the Nominating and Governance Committee and whether the
number and proportion of public representatives, broker-dealer
representatives, bank representatives, and advisor representatives is
appropriate. Because the MSRB, under the Dodd-Frank Act, is now
proposing and adopting rules with respect to the activities of two
distinct categories of market participants--municipal securities
dealers and municipal securities advisors--the Commission seeks comment
on whether the proposed structure of the MSRB Nominating and Governance
Committee will assure that the interests of each constituency are
fairly represented. Are there alternative Nominating and Governance
Committee structures or other arrangements that would better achieve
these goals? Is the proposed process for soliciting nominations for
Board membership an appropriate method of identifying applicants? Will
the nomination process be sufficiently transparent? 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-MSRB-2010-17 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-MSRB-2010-17. 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, 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 the MSRB. 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-MSRB-2010-17 and should be
submitted on or before January 7, 2011.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
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\6\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-31685 Filed 12-16-10; 8:45 am]
BILLING CODE 8011-01-P
