Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change in Connection With the Proposal of NYSE Euronext To Eliminate the Requirement of an 80 percent Supermajority Vote To Amend or Repeal Section 3.1 of Its Bylaws, 11305-11307 [2011-4427]
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Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices
to Rule 11.19 because pursuant to
amended Rule 200(g) of Regulation
SHO, a broker-dealer can mark a short
sale order as either ‘‘short’’ or ‘‘short
exempt.’’ 18 The Exchange also proposes
to make clear in Rule 11.19 that if an
order it received is marked ‘‘short
exempt,’’ the Exchange will execute,
display and/or route the order without
regard to the NBB or any short sale price
test restriction in effect under
Regulation SHO.19 The Exchange also
proposes to make clear, as it does in
Rule 11.9(d)(1) with respect to
intermarket sweep orders, that it relies
on a Member’s 20 marking of an order, in
this case the ‘‘short exempt’’ marking,
when handling such order. Accordingly,
proposed Rule 11.19 states that it is the
entering Member’s responsibility, not
the Exchange’s responsibility, to comply
with the requirements of Regulation
SHO relating to marking of orders as
‘‘short exempt.’’ 21
jlentini on DSKJ8SOYB1PROD with NOTICES
III. Commission Findings
The Commission finds that the
proposed rule change 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 is
consistent with the Act and the rules
and regulations thereunder applicable to
national securities exchanges and
national securities associations.22 In
particular, the Commission finds that
the proposal is consistent with the
requirements of Section 6(b) of the
Act 23 and with Section 6(b)(5) of the
Act,24 which, among other things,
requires that rules of national securities
exchanges be designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, and, in general, to
protect investors and the public interest.
The Commission believes that the
proposed rule change will provide
clarity on the short sale order handling
procedures employed by the Exchange
and certain obligations of its Members
18 17 CFR 242.200(g). Rule 200(g)(2) provides that
a sale order shall be marked ‘‘short exempt’’ only if
the provisions of paragraphs (c) or (d) of Rule 201
of Regulation SHO are met. See also Division of
Trading and Markets: Responses to Frequently
Asked Questions Concerning Rule 201 of
Regulation SHO, Q&A Nos. 5.4 and 5.5.
19 17 CFR 242.201(b)(1)(iii)(B).
20 A ‘‘Member’’ is defined in BATS Rule 1.5(n) as
any registered broker or dealer that has been
admitted to membership in the Exchange.
21 17 CFR 242.200(g)(2). See also 17 CFR
242.201(c); 17 CFR 242.201(d).
22 In approving the 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).
23 15 U.S.C. 78f(b).
24 15 U.S.C. 78f(b)(5).
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when sending short sale orders to the
Exchange consistent with Regulation
SHO, as amended. The Commission also
believes that the proposed short sale
price sliding functionality and
amendments to the existing displayed
price sliding process should assist Users
in executing or displaying their orders
consistent with Regulation SHO and
Regulation NMS.
The Commission also finds good
cause, pursuant to Section 19(b)(2) of
the Act,25 for approving the proposed
rule change on an accelerated basis. The
proposed rule change makes changes
consistent with the amendments to
Regulation SHO. The Commission
believes that accelerating approval of
the proposed rule change is appropriate
as it will allow the proposed
amendments to be implemented by the
compliance date for the amendments to
Regulation SHO. In addition, the
Commission believes that the proposed
rule change should further the goals of
investor protection and fair and orderly
markets.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,26 that the
proposed rule change (File No. SR–
BATS–2011–002) be and hereby is
approved on an accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.27
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–4480 Filed 2–28–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63943; File No. SR–
NYSEAMEX–2011–06]
Self-Regulatory Organizations; NYSE
Amex LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change in Connection With the
Proposal of NYSE Euronext To
Eliminate the Requirement of an 80
percent Supermajority Vote To Amend
or Repeal Section 3.1 of Its Bylaws
February 22, 2011.
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 February
25 15
U.S.C. 78s(b)(2).
U.S.C. 78s(b)(2).
27 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
26 15
PO 00000
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11305
11, 2011, NYSE Amex LLC (the
‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with
the Securities and Exchange
Commission (the ‘‘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
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 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 proposed rule change is identical to
a rule change filed by the New York
Stock Exchange LLC (‘‘NYSE’’) that was
recently approved by the Commission.5
The text of the proposed rule change is
available at the Exchange, the
Commission’s Public Reference Room,
and the Exchange’s Web site at https://
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
4 NYSE Amex, a Delaware limited liability
company, is an indirect wholly-owned subsidiary of
NYSE Euronext.
5 Securities Exchange Act Release No. 63792
(January 28, 2011) (File No. SR–NYSE–2010–77).
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Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices
jlentini on DSKJ8SOYB1PROD with NOTICES
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
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18:42 Feb 28, 2011
Jkt 223001
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.
As noted above, the proposed rule
change is identical to a rule change filed
by the NYSE (the ‘‘NYSE Rule Change’’)
that was recently approved by the
Commission.
2. Statutory Basis
The proposed rule change is
consistent with Section 6(b) 6 of the
Securities Exchange Act of 1934 (the
‘‘Act’’), in general, and furthers the
objectives of Section 6(b)(5) 7 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.
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
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 8 and Rule
19b–4(f)(6) thereunder.9 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) by its terms,
become operative prior to 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, the proposed rule change has
become effective pursuant to Section
19(b)(3)(A) of the Act and Rule 19b–
4(f)(6)(iii) thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 10 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),11 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend 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,
8 s15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
10 17 CFR 240.19b–4(f)(6).
11 17 CFR 240.19b–4(f)(6)(iii).
9 17
6 15
7 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
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Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
SMALL BUSINESS ADMINISTRATION
Electronic Comments
AGENCY:
• 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–2011–06 on
the subject line.
[Disaster Declaration #12459 and #12460]
California Disaster #CA–00162
U.S. Small Business
Administration.
ACTION: Amendment 1.
jlentini on DSKJ8SOYB1PROD with NOTICES
This is an amendment of the
Administrative declaration of a disaster
for the State of California dated 02/02/
2011.
Incident: Severe Winter Storms,
Flooding, and Debris and Mud Flows.
Paper Comments
Incident Period: 12/17/2010 through
• Send paper comments in triplicate
01/04/2011.
to Elizabeth M. Murphy, Secretary,
Effective Date: 02/18/2011.
Physical Loan Application Deadline
Securities and Exchange Commission,
Date: 04/04/2011.
100 F Street, NE., Washington, DC
Economic Injury (EIDL) Loan
20549–1090.
Application Deadline Date: 11/02/2011.
All submissions should refer to File
Number SR–NYSEAMEX–2011–06. This ADDRESSES: Submit completed loan
applications to: U.S. Small Business
file number should be included on the
subject line if e-mail is used. To help the Administration, Processing and
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
post all comments on the Commission’s Escobar, Office of Disaster Assistance,
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: The notice
amendments, all written statements
of an Administrative declaration for the
with respect to the proposed rule
State of California, dated 02/02/2011 is
change that are filed with the
hereby amended to include the
Commission, and all written
following areas as adversely affected by
communications relating to the
the disaster.
proposed rule change between the
Commission and any person, other than Primary Counties: San Diego.
Contiguous Counties:
those that may be withheld from the
California: Imperial.
public in accordance with the
All other information in the original
provisions of 5 U.S.C. 552, will be
declaration remains unchanged.
available for Web site viewing and
printing in the Commission’s Public
(Catalog of Federal Domestic Assistance
Numbers 59002 and 59008)
Reference Room, on official business
days between the hours of 10 a.m. and
Dated: February 18, 2011.
3 p.m. Copies of the filing also will be
Karen G. Mills,
available for inspection and copying at
Administrator.
the principal office of the Exchange. All [FR Doc. 2011–4429 Filed 2–28–11; 8:45 am]
comments received will be posted
BILLING CODE 8025–01–P
without change; the Commission does
not edit personal identifying
information from submissions. You
SMALL BUSINESS ADMINISTRATION
should submit only information that
you wish to make available publicly. All Small Business Information Security
submissions should refer to File
Task Force
Number SR–NYSEAMEX–2011–06 and
should be submitted on or before March AGENCY: U.S. Small Business
Administration.
22, 2011.
ACTION: Notice of meeting minutes.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–4427 Filed 2–28–11; 8:45 am]
BILLING CODE 8011–01–P
12 17
CFR 200.30–3(a)(12).
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18:42 Feb 28, 2011
Jkt 223001
SUMMARY:
The SBA is issuing this notice
to publish meeting minutes for the
Small Business Information Security
Task Force Meeting.
DATES: 1 p.m., Wednesday, January 12,
2011.
ADDRESSES: The meeting was held via
teleconference.
SUMMARY:
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11307
Pursuant
to section 507(i)(4)(A) of the Credit Card
Accountability Responsibility and
Disclosure Act of 2009, SBA submits the
meeting minutes for the third meeting of
the Small Business Information Security
Task Force. Chairman, Mr. Rusty
Pickens, called the meeting to order on
January 12, 2011 at 1 p.m. Roll call was
taken and a quorum was established.
The meeting followed the provided
agenda topics.
SUPPLEMENTARY INFORMATION:
The first item under discussion was
bringing the work plan to a final version
and to solidify which Task Force
members would own the various topic
areas. Task force members were
reminded that what was contained on
the work plan was a first attempt at
aligning the subject areas with member
expertise.
Mr. Pickens took an action item to
refine the scope requirements for the
Task Force with specific questions of
Identity Theft, Privacy, and Government
Contracting information. Additionally,
resource and staffing issues to support
the work of the Task Force were
discussed and Mr. Pickens clarified that
there was no confirmation as to if the
Task Force had been funded. He took an
action item to work with SBA
leadership to determine whether
funding was available. Suggestions were
made of the possibility of the corporate
members providing resources such as
software and staffing or undertaking
fundraising efforts if no formal funding
were available. It was reiterated that
writers and other staff will be needed to
sort and compile the data gathered by
the Task Force members. Determining
the end deliverable, time frame, and
working back from the allocated funding
was suggested as a better way to
determine resource needs. A high-level
budget to accompany the work plan was
suggested as a good place to start. Mr.
Pickens reminded the group that an
informational webinar is scheduled for
February 2, 2011 and presented by the
PCI Standards Group. In light of the
webinar, there will be no official
February meeting. The next official
meeting date will be determined and
distributed in advance via e-mail to the
Task Force members.
FOR FURTHER INFORMATION CONTACT:
Rusty Pickens, Special Consultant to the
Office of the CIO, U.S. Small Business
Administration, Rusty.Pickens@sba.gov.
Paul T. Christy,
SBA Chief Information Officer.
[FR Doc. 2011–4422 Filed 2–28–11; 8:45 am]
BILLING CODE 8025–01–P
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]]>Agencies
[Federal Register Volume 76, Number 40 (Tuesday, March 1, 2011)]
[Notices]
[Pages 11305-11307]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-4427]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63943; File No. SR-NYSEAMEX-2011-06]
Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change in Connection With
the Proposal of NYSE Euronext To Eliminate the Requirement of an 80
percent Supermajority Vote To Amend or Repeal Section 3.1 of Its Bylaws
February 22, 2011.
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 February 11, 2011, NYSE Amex LLC (the ``Exchange'' or
``NYSE Amex'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. 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 proposed rule
change is identical to a rule change filed by the New York Stock
Exchange LLC (``NYSE'') that was recently approved by the
Commission.\5\ The text of the proposed rule change is available at the
Exchange, the Commission's Public Reference Room, and the Exchange's
Web site at https://www.nyse.com.
---------------------------------------------------------------------------
\4\ NYSE Amex, a Delaware limited liability company, is an
indirect wholly-owned subsidiary of NYSE Euronext.
\5\ Securities Exchange Act Release No. 63792 (January 28, 2011)
(File No. SR-NYSE-2010-77).
---------------------------------------------------------------------------
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
[[Page 11306]]
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.
As noted above, the proposed rule change is identical to a rule
change filed by the NYSE (the ``NYSE Rule Change'') that was recently
approved by the Commission.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) \6\ of the
Securities Exchange Act of 1934 (the ``Act''), in general, and furthers
the objectives of Section 6(b)(5) \7\ 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.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
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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
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) by its terms, become
operative prior to 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, the proposed rule
change has become effective pursuant to Section 19(b)(3)(A) of the Act
and Rule 19b-4(f)(6)(iii) thereunder.
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\8\ s15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) \10\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\11\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing.
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\10\ 17 CFR 240.19b-4(f)(6).
\11\ 17 CFR 240.19b-4(f)(6)(iii).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend 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,
[[Page 11307]]
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-NYSEAMEX-2011-06 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-2011-06. 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-NYSEAMEX-2011-06 and should be submitted on or before
March 22, 2011.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-4427 Filed 2-28-11; 8:45 am]
BILLING CODE 8011-01-P
