Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of Proposed Rule Change Consisting of Amendments to Rule A-3, on Membership on the Board, 5417-5418 [2011-1985]
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Federal Register / Vol. 76, No. 20 / Monday, January 31, 2011 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Elizabeth M. Murphy,
Secretary.
Act, Public Law 111–203, 124 Stat. 1376
(2010) (the ‘‘Dodd-Frank Act’’).5 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
[FR Doc. 2011–1984 Filed 1–28–11; 8:45 am]
Electronic Comments
members for fiscal year 2012, the Board
BILLING CODE 8011–01–P
will amend the provisions of Rule A–
• Use the Commission’s Internet
3(c) to (a) reflect the composition of the
comment form (https://www.sec.gov/
Board as provided under the DoddSECURITIES AND EXCHANGE
rules/sro.shtml); or
Frank Act, (b) assure that the
COMMISSION
• Send an e-mail to ruleNominating Committee will be
[Release No. 34–63764; File No. SR–MSRB–
composed of a majority of public
comments@sec.gov. Please include File
2010–17]
members and will have fair
Number SR–CBOE–2011–005 on the
representation of broker-dealers, bank
subject line.
Self-Regulatory Organizations;
dealers, and municipal advisors, and (c)
Municipal Securities Rulemaking
Paper Comments
reflect such other considerations
Board; Order Granting Approval of
consistent with the provisions of
Proposed Rule Change Consisting of
• Send paper comments in triplicate
Section 15B of the Exchange Act and the
Amendments to Rule A–3, on
to Elizabeth M. Murphy, Secretary,
Dodd-Frank Act as the Board deems
Membership on the Board
Securities and Exchange Commission,
appropriate. The proposed rule change
100 F Street, NE., Washington, DC
January 25, 2011.
is intended to amend Rule A–3(c) to
20549–1090.
comply with the requirements of
I. Introduction
transitional Rule A–3(i), as approved by
All submissions should refer to File
On November 30, 2010, the Municipal the SEC.
Number SR–CBOE–2011–005. This file
Securities Rulemaking Board (‘‘MSRB’’
Consistent with Rule A–3(i), the
number should be included on the
or ‘‘Board’’), filed with the Securities and Nominating Committee (hereinafter,
subject line if e-mail is used. To help the Exchange Commission (‘‘Commission’’),
‘‘Nominating and Governance
Commission process and review your
pursuant to Section 19(b)(1) of the
Committee’’) would consist of eleven
comments more efficiently, please use
Securities Exchange Act of 1934
members, six of whom would be public
only one method. The Commission will (‘‘Exchange Act’’),1 and Rule 19b–4
members and five of whom would be
post all comments on the Commission’s thereunder,2 a proposed rule consisting
industry members. The Chair of the
Internet Web site (https://www.sec.gov/
of amendments to Rule A–3, on
Committee would be a public member.
rules/sro.shtml). Copies of the
membership on the Board, in order to
Establishing an eleven member
submission, all subsequent
establish a Nominating Committee in
committee would allow for fair
amendments, all written statements
compliance with MSRB transitional
representation of regulated entities by
with respect to the proposed rule
Rule A–3(i). The proposed rule change
reserving five positions for brokers,
change that are filed with the
was published for comment in the
dealers, municipal securities dealers
Federal Register on December 17,
Commission, and all written
and municipal advisors.
2010.3 The Commission received no
communications relating to the
Each constituency identified in the
comment letters about the proposed rule Dodd-Frank Act would be guaranteed a
proposed rule change between the
Commission and any person, other than change.4 This order approves the
minimum of one seat on the Nominating
proposed rule change.
those that may be withheld from the
and Governance Committee but the
level of each constituency would be
public in accordance with the
II. Description of the Proposed Rule
capped to avoid overweighting of any
provisions of 5 U.S.C. 552, will be
Change
one over the others. These ranges of
available for Web site viewing and
The purpose of the proposed rule
membership are as follows:
printing in the Commission’s Public
change is to make changes to MSRB
• Six public members consisting of
Reference Room, 100 F Street, NE.,
Rule A–3(c) as are necessary and
(a) at least one, but no more than three,
Washington, DC 20549, on official
appropriate prior to the creation of the
representative of institutional or retail
business days between the hours of 10
Nominating Committee of the MSRB.
investors; (b) at least one, but no more
a.m. and 3 p.m. Copies of such filing
On September 30, 2010, the SEC
than three, representative of municipal
also will be available for inspection and approved MSRB Rule A–3(i), a
entities; (c) at least one, but no more
copying at the principal office of the
transitional rule for MSRB fiscal year
than three, members of the public with
CBOE. All comments received will be
2011 intended to implement the
knowledge of or experience in the
posted without change; the Commission requirements of the Dodd-Frank Wall
municipal industry and not
does not edit personal identifying
Street Reform and Consumer Protection representative of investors or municipal
information from submissions. You
entities;6 and
19 17 CFR 200.30–3(a)(12).
should submit only information that
• Five regulated members, consisting
1 15 U.S.C. 78s(b)(1).
you wish to make available publicly. All
of (a) at least one, but no more than two,
2 17 CFR 240.19b–4.
submissions should refer to File
representative of broker-dealers; (b) at
3 See Securities Exchange Act Release No. 63533
Number SR–CBOE–2011–005 and
(December 13, 2010), 75 FR 79061 (December 17,
5 See Exchange Act Release No. 63025 (September
should be submitted on or before
2010) (the ‘‘Commission’s Notice’’).
4 On January 13, 2011, Commissioner Aguilar,
30, 2010), 75 FR 61806 (October 6, 2010).
February 22, 2011.
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:
jlentini on DSKJ8SOYB1PROD with NOTICES
5417
along with Michael E. Coe, Counsel to the
Commissioner, met with representatives of the
National Association of Independent Public
Finance Advisors to discuss the proposed rule
change among other matters. See Memorandum
from Michael E. Coe, dated January 13, 2011.
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16:38 Jan 28, 2011
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6 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.
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5418
Federal Register / Vol. 76, No. 20 / Monday, January 31, 2011 / Notices
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.
A more complete description of the
proposal is contained in the
Commission’s Notice.7
III. Discussion and Commission
Findings
The Commission has carefully
considered the proposed rule change
and finds that the proposed rule change
is consistent with the requirements of
the Exchange Act and the rules and
regulations thereunder applicable to the
MSRB 8 and, in particular, the
requirements of Section 15B(b)(2)(B) of
the Exchange Act 9 and the rules and
regulations thereunder. Section
15B(b)(2)(B) of the Exchange Act
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.
jlentini on DSKJ8SOYB1PROD with NOTICES
The Commission believes that the
proposed rule change is consistent with
the Exchange Act as amended by the
Dodd-Frank Act, in that it would
provide for the creation of an MSRB
Nominating and Governance Committee
that reflects the composition of the
Board as provided under the DoddFrank Act and would help assure that
the Nominating and Governance
Committee would 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.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Exchange Act,10
that the proposed rule change (SR–
7 See
supra note 3.
approving this proposed rule change, the
Commission notes that it has considered the
proposed rule’s impact on efficiency, competition
and capital formation. 15 U.S.C. 78c(f).
9 15 U.S.C. 78o–4(b)(2)(B).
10 15 U.S.C. 78s(b)(2).
8 In
VerDate Mar<15>2010
18:04 Jan 28, 2011
Jkt 223001
MSRB–2010–17), be, and it hereby is,
approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–1985 Filed 1–28–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63766; File No. SR–BATS–
2011–002]
Self-Regulatory Organizations; BATS
Exchange, Inc.; Notice of Proposed
Rule Change To Amend BATS Rules in
Connection With the Implementation of
Amendments to Regulation SHO
January 25, 2011.
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 January
14, 2011, BATS Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BATS’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. 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
The Exchange is filing with the
Commission a proposal to amend BATS
Rules 11.9, 11.13 and 11.19 to make
certain changes consistent with the
upcoming implementation of
amendments to Regulation SHO.3
The text of the proposed rule change
is available at the Exchange’s Web site
at https://www.batstrading.com, at the
principal office of the Exchange, 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
Exchange 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
11 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 17 CFR 242.200(g); 17 CFR 242.201.
1 15
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Sfmt 4703
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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On February 26, 2010, the
Commission adopted amendments to
Regulation SHO under the Act in the
form of Rule 201,4 pursuant to which,
among other things, short sale orders in
covered securities 5 generally cannot be
executed or displayed by a trading
center 6 such as BATS at a price that is
at or below the current national best bid
(‘‘NBB’’) when a short sale circuit
breaker is in effect for the covered
security (the ‘‘short sale price test
restriction’’).7 In anticipation of the
upcoming February 28, 2011
compliance date for Rule 201, the
Exchange is proposing to amend certain
BATS rules to describe the manner in
which the System 8 will handle short
4 See Securities Exchange Act Release No. 61595
(February 26, 2010), 75 FR 11232 (March 10, 2010).
In connection with the adoption of Rule 201, Rule
200(g) of Regulation SHO was also amended to
include a ‘‘short exempt’’ marking requirement. The
amendments to Rule 201 and Rule 200(g) have a
compliance date of February 28, 2011. See
Securities Exchange Act Release No. 63247 (Nov. 4,
2010), 75 FR 68702 (Nov. 9, 2010). See also Division
of Trading & Markets, Responses to Frequently
Asked Questions Concerning Rule 201 of
Regulation SHO.
5 Rule 201(a)(1) defines the term ‘‘covered
security’’ to mean any ‘‘NMS stock’’ as defined
under Rule 600(b)(47) of Regulation NMS. Rule
600(b)(47) of Regulation NMS defines an ‘‘NMS
stock’’ as ‘‘any NMS security other than an option.’’
Rule 600(b)(46) of Regulation NMS defines an
‘‘NMS security’’ as ‘‘any security or class of
securities for which transaction reports are
collected, processed, and made available pursuant
to an effective transaction reporting plan, or an
effective national market system plan for reporting
transactions in listed options.’’ 17 CFR
242.201(a)(1); 17 CFR 242.600(b)(46); and 17 CFR
242.600(b)(47).
6 Rule 201(a)(9) states that the term ‘‘trading
center’’ shall have the same meaning as in Rule
600(b)(78) of Regulation NMS. Rule 600(b)(78)
defines a ‘‘trading center’’ as ‘‘a national securities
exchange or national securities association that
operates an SRO trading facility, an alternative
trading system, an exchange market maker, an OTC
market maker, or any other broker or dealer that
executes orders internally by trading as principal or
crossing orders as agent.’’ 17 CFR 242.600(b)(78).
7 17 CFR 242.201(b)(1). See also Division of
Trading & Markets, Responses to Frequently Asked
Questions Concerning Rule 201 of Regulation SHO,
Q&A Nos. 2.1 and 2.2 (concerning the duration of
a short sale price test restriction).
8 The ‘‘System’’ is defined in BATS Rule 1.5(aa)
as ‘‘the electronic communications and trading
facility designated by the Board through which
securities orders of Users are consolidated for
ranking, execution and, when applicable, routing
away.’’
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]]>Agencies
[Federal Register Volume 76, Number 20 (Monday, January 31, 2011)]
[Notices]
[Pages 5417-5418]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-1985]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63764; File No. SR-MSRB-2010-17]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Order Granting Approval of Proposed Rule Change Consisting of
Amendments to Rule A-3, on Membership on the Board
January 25, 2011.
I. Introduction
On November 30, 2010, the Municipal Securities Rulemaking Board
(``MSRB'' or ``Board''), filed with the Securities and Exchange
Commission (``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Exchange Act''),\1\ and Rule 19b-4
thereunder,\2\ a proposed rule 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 proposed rule
change was published for comment in the Federal Register on December
17, 2010.\3\ The Commission received no comment letters about the
proposed rule change.\4\ This order approves the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 63533 (December 13,
2010), 75 FR 79061 (December 17, 2010) (the ``Commission's
Notice'').
\4\ On January 13, 2011, Commissioner Aguilar, along with
Michael E. Coe, Counsel to the Commissioner, met with
representatives of the National Association of Independent Public
Finance Advisors to discuss the proposed rule change among other
matters. See Memorandum from Michael E. Coe, dated January 13, 2011.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
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.
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'').\5\ 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
Exchange 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.
---------------------------------------------------------------------------
\5\ See Exchange Act Release No. 63025 (September 30, 2010), 75
FR 61806 (October 6, 2010).
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Consistent with Rule A-3(i), the Nominating Committee (hereinafter,
``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 would 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;\6\ and
---------------------------------------------------------------------------
\6\ 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
[[Page 5418]]
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.
A more complete description of the proposal is contained in the
Commission's Notice.\7\
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\7\ See supra note 3.
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III. Discussion and Commission Findings
The Commission has carefully considered the proposed rule change
and finds that the proposed rule change is consistent with the
requirements of the Exchange Act and the rules and regulations
thereunder applicable to the MSRB \8\ and, in particular, the
requirements of Section 15B(b)(2)(B) of the Exchange Act \9\ and the
rules and regulations thereunder. Section 15B(b)(2)(B) of the Exchange
Act provides that the MSRB's rules shall:
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\8\ In approving this proposed rule change, the Commission notes
that it has considered the proposed rule's impact on efficiency,
competition and capital formation. 15 U.S.C. 78c(f).
\9\ 15 U.S.C. 78o-4(b)(2)(B).
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 Commission believes that the proposed rule change is consistent
with the Exchange Act as amended by the Dodd-Frank Act, in that it
would provide for the creation of an MSRB Nominating and Governance
Committee that reflects the composition of the Board as provided under
the Dodd-Frank Act and would help assure that the Nominating and
Governance Committee would 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.
It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\10\ that the proposed rule change (SR-MSRB-2010-17), be,
and it hereby is, approved.
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\10\ 15 U.S.C. 78s(b)(2).
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. 2011-1985 Filed 1-28-11; 8:45 am]
BILLING CODE 8011-01-P
