Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Order Granting Approval to a Proposed Rule Change Relating to Bylaw and Other Changes Concerning the Board of Directors of the Exchange, 8216-8217 [2013-02424]
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Federal Register / Vol. 78, No. 24 / Tuesday, February 5, 2013 / Notices
business days between the hours of
10:00 a.m. and 3:00 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–C2–
2013–006 and should be submitted on
or before February 26, 2013.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–02484 Filed 2–4–13; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–68768; File No. SR–FINRA–
2012–052]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Designation
of a Longer Period for Commission
Action on Proposed Rule Change To
Require Members To Report to TRACE
the ‘‘Factor’’ in Limited Instances
Involving Asset-Backed Security
Transactions
January 30, 2013.
tkelley on DSK3SPTVN1PROD with NOTICES
On November 29, 2012, the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) filed with the Securities and
Exchange Commission (‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change to require FINRA
members to report to the Trade
Reporting and Compliance Engine
(‘‘TRACE’’) the Factor used to determine
the size (volume) of each transaction in
an Asset-Backed Security ‘‘(ABS’’)
(except ABS traded To Be Announced
(‘‘TBA’’)), in the limited instances when
members effect such transactions as
agent and charge a commission.3 The
proposed rule change was published for
comment in the Federal Register on
December 18, 2012.4 The Commission
received one comment on the proposal
16 17
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 The terms ‘‘Asset-Backed Security,’’ ‘‘To Be
Announced,’’ and ‘‘Factor’’ are defined in FINRA
Rules 6710(m), (u), and (w), respectively.
4 See Securities Exchange Act Release No. 68414
(December 12, 2012), 77 FR 74896 (‘‘Notice’’).
VerDate Mar<15>2010
17:18 Feb 04, 2013
Jkt 229001
and a response to the comment from
FINRA.5
Section 19(b)(2) of the Act 6 provides
that, within 45 days of the publication
of notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day for this filing
is February 1, 2013. The Commission
finds that it is appropriate to designate
a longer period within which to take
action on the proposed rule change so
that it has sufficient time to consider the
proposed rule change, the comment
received, and the response to the
comment submitted by FINRA.
Therefore, the Commission is extending
this 45-day time period.
Accordingly, the Commission,
pursuant to Section 19(b)(2) of the Act,7
designates March 18, 2013, as the date
by which the Commission should either
approve or disapprove or institute
proceedings to determine whether to
disapprove the proposed rule change.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–02425 Filed 2–4–13; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–68767; File No. SR–C2–
2012–039]
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Order Granting Approval to a
Proposed Rule Change Relating to
Bylaw and Other Changes Concerning
the Board of Directors of the Exchange
January 30, 2013.
I. Introduction
On November 30, 2012, the C2
Options Exchange, Incorporated
5 See comment from Mark Sokolow, Attorney at
Law, dated December 18, 2012 (‘‘Sokolow
Comment’’); see also response letter from Kathryn
Moore, Assistant General Counsel, FINRA, to
Elizabeth M. Murphy, Secretary, Commission, dated
January 11, 2013 (‘‘FINRA Letter’’).
6 15 U.S.C. 78s(b)(2).
7 15 U.S.C. 78s(b)(2).
8 17 CFR 200.30–3(a)(31).
PO 00000
Frm 00116
Fmt 4703
Sfmt 4703
(‘‘Exchange’’ or ‘‘C2’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend its Bylaws concerning the
nomination of Representative Directors,
petition candidates, and the size of the
Exchange’s Board of Directors
(‘‘Board’’), and to make conforming
changes to the C2 Certificate of
Incorporation. On December 19, 2012,
the proposed rule change was published
for comment in the Federal Register.3
The Commission received no comments
on the proposed rule change. This order
grants approval to the proposed rule
change.
II. Description of the Proposed Rule
Change
Compositional Requirements
Determined by the Board
In December of 2011, C2 amended its
Bylaws and Certificate of Incorporation
to, among other things: (i) Eliminate the
requirement that its Board of Directors
be composed of at least 30% Industry
Directors, and (ii) eliminate the
requirement in Section 3.2 of the
Bylaws that the Representative Directors
must be Industry Directors.4 In
connection with these changes, C2 also
amended Section 3.1 of the Bylaws to
provide that: ‘‘[T]he Board shall
determine from time to time pursuant to
resolution adopted by the Board the
total number of directors, the number of
Non-Industry Directors and Industry
Directors (if any), and the number of
Representative Directors that are NonIndustry Directors and Industry
Directors (if any).’’ 5
C2 proposed to amend the Bylaws to
expressly provide that any person
nominated by the Representative
Director Nominating Body 6 and any
petition candidate nominated pursuant
to the Section 3.2 of the Bylaws must
satisfy the compositional requirements
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 68429
(December 13, 2012), 77 FR 75237 (‘‘Notice’’).
4 See Securities Exchange Act Release Nos. 65681
(November 3, 2011), 76 FR 69783 (November 9,
2011) (SR–C2–2011–031) (noticing for comment);
and 65979 (December 15, 2011), 76 FR 79239
(December 21, 2011) (approving SR–C2–2011–031).
5 See C2 Bylaw 3.1. See also Securities Exchange
Act Release Nos. 65681 (November 3, 2011), 76 FR
69783 (November 9, 2011) (SR–C2–2011–031)
(noticing for comment).
6 The Exchange noted that at all times at least
20% of the directors serving on the Board would
be Representative Directors nominated by the
Representative Director Nominating Body as
provided in Section 3.2 of the Bylaws (or otherwise
selected through the petition process). See Notice,
supra note 3, at 75237.
2 17
E:\FR\FM\05FEN1.SGM
05FEN1
Federal Register / Vol. 78, No. 24 / Tuesday, February 5, 2013 / Notices
determined by the Board pursuant to a
resolution adopted by the Board in
accordance with Section 3.1 designating
the number of Representative Directors
that are Non-Industry Directors and
Industry Directors (if any). C2 also
proposed to amend Section 3.5 of the
Bylaws relating to the filling of
vacancies on the Board to provide that
the Representative Director Nominating
Body may only recommend individuals
to fill a vacancy in a Representative
Director position who satisfy those same
compositional requirements.
Board Size Range
Currently, the Bylaws provide that the
Board shall consist of not less than 11
and not more than 23 directors. C2
proposed to change the Board size range
such that the Board would consist of not
less than 12 and not more than 16
directors.
tkelley on DSK3SPTVN1PROD with NOTICES
Conforming Amendments to Certificate
of Incorporation
Finally, C2 proposed to make
conforming changes to its Certificate of
Incorporation and to include in its
Certificate of Incorporation that the
Board and/or Nominating and
Governance Committee, as applicable,
shall make determinations as to whether
a director candidate satisfies applicable
qualifications for election as a director
pursuant to and in accordance with
Section 3.1 of the Exchange’s Bylaws,
which is nearly identical to the current
provisions in the Exchange’s existing
Bylaws.
III. Discussion
After careful review, the Commission
finds that the proposed rule change is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange.7 In particular, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(1) of the Act,8 which requires a
national securities exchange to be so
organized and have the capacity to carry
out the purposes of the Act and to
enforce compliance by its members and
persons associated with its members
with the provisions of the Act; Section
6(b)(3) of the Act,9 which requires that
the rules of a national securities
exchange assure the fair representation
of its members in the selection of its
directors and administration of its
affairs, and provide that one or more
7 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
8 15 U.S.C. 78f(b)(1).
9 15 U.S.C. 78f(b)(3).
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17:18 Feb 04, 2013
Jkt 229001
directors shall be representative of
issuers and investors and not be
associated with a member of the
exchange, broker, or dealer (the ‘‘fair
representation requirement’’); and
Section 6(b)(5) of the Act,10 in that it is
designed, among other things, to
prevent fraudulent and manipulative
acts and practices; to promote just and
equitable principles of trade; to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system; and, in
general, to protect investors and the
public interest.
The Commission believes that the
Exchange’s proposal to expressly
provide that any person nominated by
the Representative Director Nominating
Body 11 and any petition candidate
nominated pursuant to the Section 3.2
of the Bylaws must satisfy the
compositional requirements determined
by the Board pursuant to a resolution
adopted by the Board in accordance
with Section 3.1 of the Bylaws, as well
as the proposal to amend Section 3.5 of
the Bylaws to provide that the
Representative Director Nominating
Body may only recommend individuals
to fill a vacancy in a Representative
Director position who satisfy those same
compositional requirements, are
consistent with Section 6(b) of the
Act,12 including Section 6(b)(3) of the
Act.13 The Exchange’s proposal would
not impact its current process to ensure
fair representation of its Trading Permit
Holders in the selection of its directors
and administration of its affairs as
required by Section 6(b)(3) of the Act.14
Specifically, the proposed changes are
consistent with the changes to the
Bylaws that C2 made in December of
2011 and simply reflect the application
of those changes. As the Commission
noted when it approved that prior
proposal, the Commission had
previously approved proposals in which
an exchange’s board of directors was
composed of all or nearly all nonindustry directors where the process
was nevertheless designed to comply
with the ‘‘fair representation’’
requirement in the selection and
election of directors.15
10 15
U.S.C. 78f(b)(5).
supra note 6.
12 15 U.S.C. 78f(b).
13 15 U.S.C. 78f(b)(3). Section 6(b)(3) of the Act
requires that the rules of a national securities
exchange assure the fair representation of its
members in the selection of its directors and
administration of its affairs, and provide that one
or more directors shall be representative of issuers
and investors and not be associated with a member
of the exchange, broker, or dealer.
14 See id.
15 See Securities Exchange Act Release No. 65979
(December 15, 2011), 76 FR 79239 at 79241
11 See
PO 00000
Frm 00117
Fmt 4703
Sfmt 4703
8217
In addition, the Commission believes
that the Exchange’s proposal to change
the Board size range to consist of not
less than 12 and not more than 16
directors is consistent with Section 6(b)
of the Act,16 including Section 6(b)(3) of
the Act.17 The Exchange’s proposal
would not impact in any manner its
current process to ensure fair
representation of its Trading Permit
Holders in the selection of its directors
and administration of its affairs as
required by Section 6(b)(3) of the Act.18
Further, the proposed change is
consistent with the current size of C2’s
Board and simply narrows the possible
size range from 11 to 23 to 12 to 16.
IV. Conclusion
For the foregoing reasons, the
Commission finds that the proposed
rule change is consistent with the Act
and the rules and regulations
thereunder applicable to a national
securities exchange.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,19 that the
proposed rule change (SR–C2–2012–
039) be and hereby is approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–02424 Filed 2–4–13; 8:45 am]
BILLING CODE 8011–01–P
SOCIAL SECURITY ADMINISTRATION
[Docket No. SSA–2012–0071]
Social Security Ruling, SSR 13–1p;
Titles II and XVI: Agency Processes for
Addressing Allegations of Unfairness,
Prejudice, Partiality, Bias, Misconduct,
or Discrimination by Administrative
Law Judges (ALJs); Correction
Social Security Administration.
Notice of Social Security Ruling;
Correction.
AGENCY:
ACTION:
The Social Security
Administration published a document
in the Federal Register of January 29,
2013, in FR Doc. 2013–01833, on page
6168, in the third column, the fourth
line under the ‘‘Summary’’ heading,
change ‘‘SSR–13–Xp’’ to ‘‘SSR–13–1p’’
SUMMARY:
(December 21, 2011) (approving SR–C2–2011–031)
(citing to Securities Exchange Act Release No.
48946 (December 17, 2003), 68 FR 74678 (December
24, 2003) (approving SR–NYSE–2003–34)).
16 15 U.S.C. 78f(b).
17 15 U.S.C. 78f(b)(3).
18 See id.
19 15 U.S.C. 78s(b)(2).
20 17 CFR 200.30–3(a)(12).
E:\FR\FM\05FEN1.SGM
05FEN1
]]>Agencies
[Federal Register Volume 78, Number 24 (Tuesday, February 5, 2013)]
[Notices]
[Pages 8216-8217]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-02424]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-68767; File No. SR-C2-2012-039]
Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Order Granting Approval to a Proposed Rule Change Relating to Bylaw and
Other Changes Concerning the Board of Directors of the Exchange
January 30, 2013.
I. Introduction
On November 30, 2012, the C2 Options Exchange, Incorporated
(``Exchange'' or ``C2'') filed with the Securities and Exchange
Commission (``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend its Bylaws concerning
the nomination of Representative Directors, petition candidates, and
the size of the Exchange's Board of Directors (``Board''), and to make
conforming changes to the C2 Certificate of Incorporation. On December
19, 2012, the proposed rule change was published for comment in the
Federal Register.\3\ The Commission received no comments on the
proposed rule change. This order grants approval to 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. 68429 (December 13,
2012), 77 FR 75237 (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
Compositional Requirements Determined by the Board
In December of 2011, C2 amended its Bylaws and Certificate of
Incorporation to, among other things: (i) Eliminate the requirement
that its Board of Directors be composed of at least 30% Industry
Directors, and (ii) eliminate the requirement in Section 3.2 of the
Bylaws that the Representative Directors must be Industry Directors.\4\
In connection with these changes, C2 also amended Section 3.1 of the
Bylaws to provide that: ``[T]he Board shall determine from time to time
pursuant to resolution adopted by the Board the total number of
directors, the number of Non-Industry Directors and Industry Directors
(if any), and the number of Representative Directors that are Non-
Industry Directors and Industry Directors (if any).'' \5\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release Nos. 65681 (November 3,
2011), 76 FR 69783 (November 9, 2011) (SR-C2-2011-031) (noticing for
comment); and 65979 (December 15, 2011), 76 FR 79239 (December 21,
2011) (approving SR-C2-2011-031).
\5\ See C2 Bylaw 3.1. See also Securities Exchange Act Release
Nos. 65681 (November 3, 2011), 76 FR 69783 (November 9, 2011) (SR-
C2-2011-031) (noticing for comment).
---------------------------------------------------------------------------
C2 proposed to amend the Bylaws to expressly provide that any
person nominated by the Representative Director Nominating Body \6\ and
any petition candidate nominated pursuant to the Section 3.2 of the
Bylaws must satisfy the compositional requirements
[[Page 8217]]
determined by the Board pursuant to a resolution adopted by the Board
in accordance with Section 3.1 designating the number of Representative
Directors that are Non-Industry Directors and Industry Directors (if
any). C2 also proposed to amend Section 3.5 of the Bylaws relating to
the filling of vacancies on the Board to provide that the
Representative Director Nominating Body may only recommend individuals
to fill a vacancy in a Representative Director position who satisfy
those same compositional requirements.
---------------------------------------------------------------------------
\6\ The Exchange noted that at all times at least 20% of the
directors serving on the Board would be Representative Directors
nominated by the Representative Director Nominating Body as provided
in Section 3.2 of the Bylaws (or otherwise selected through the
petition process). See Notice, supra note 3, at 75237.
---------------------------------------------------------------------------
Board Size Range
Currently, the Bylaws provide that the Board shall consist of not
less than 11 and not more than 23 directors. C2 proposed to change the
Board size range such that the Board would consist of not less than 12
and not more than 16 directors.
Conforming Amendments to Certificate of Incorporation
Finally, C2 proposed to make conforming changes to its Certificate
of Incorporation and to include in its Certificate of Incorporation
that the Board and/or Nominating and Governance Committee, as
applicable, shall make determinations as to whether a director
candidate satisfies applicable qualifications for election as a
director pursuant to and in accordance with Section 3.1 of the
Exchange's Bylaws, which is nearly identical to the current provisions
in the Exchange's existing Bylaws.
III. Discussion
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange.\7\
In particular, the Commission finds that the proposed rule change is
consistent with Section 6(b)(1) of the Act,\8\ which requires a
national securities exchange to be so organized and have the capacity
to carry out the purposes of the Act and to enforce compliance by its
members and persons associated with its members with the provisions of
the Act; Section 6(b)(3) of the Act,\9\ which requires that the rules
of a national securities exchange assure the fair representation of its
members in the selection of its directors and administration of its
affairs, and provide that one or more directors shall be representative
of issuers and investors and not be associated with a member of the
exchange, broker, or dealer (the ``fair representation requirement'');
and Section 6(b)(5) of the Act,\10\ in that it is designed, among other
things, to prevent fraudulent and manipulative acts and practices; to
promote just and equitable principles of trade; to remove impediments
to and perfect the mechanism of a free and open market and a national
market system; and, in general, to protect investors and the public
interest.
---------------------------------------------------------------------------
\7\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
\8\ 15 U.S.C. 78f(b)(1).
\9\ 15 U.S.C. 78f(b)(3).
\10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission believes that the Exchange's proposal to expressly
provide that any person nominated by the Representative Director
Nominating Body \11\ and any petition candidate nominated pursuant to
the Section 3.2 of the Bylaws must satisfy the compositional
requirements determined by the Board pursuant to a resolution adopted
by the Board in accordance with Section 3.1 of the Bylaws, as well as
the proposal to amend Section 3.5 of the Bylaws to provide that the
Representative Director Nominating Body may only recommend individuals
to fill a vacancy in a Representative Director position who satisfy
those same compositional requirements, are consistent with Section 6(b)
of the Act,\12\ including Section 6(b)(3) of the Act.\13\ The
Exchange's proposal would not impact its current process to ensure fair
representation of its Trading Permit Holders in the selection of its
directors and administration of its affairs as required by Section
6(b)(3) of the Act.\14\ Specifically, the proposed changes are
consistent with the changes to the Bylaws that C2 made in December of
2011 and simply reflect the application of those changes. As the
Commission noted when it approved that prior proposal, the Commission
had previously approved proposals in which an exchange's board of
directors was composed of all or nearly all non-industry directors
where the process was nevertheless designed to comply with the ``fair
representation'' requirement in the selection and election of
directors.\15\
---------------------------------------------------------------------------
\11\ See supra note 6.
\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(3). Section 6(b)(3) of the Act requires
that the rules of a national securities exchange assure the fair
representation of its members in the selection of its directors and
administration of its affairs, and provide that one or more
directors shall be representative of issuers and investors and not
be associated with a member of the exchange, broker, or dealer.
\14\ See id.
\15\ See Securities Exchange Act Release No. 65979 (December 15,
2011), 76 FR 79239 at 79241 (December 21, 2011) (approving SR-C2-
2011-031) (citing to Securities Exchange Act Release No. 48946
(December 17, 2003), 68 FR 74678 (December 24, 2003) (approving SR-
NYSE-2003-34)).
---------------------------------------------------------------------------
In addition, the Commission believes that the Exchange's proposal
to change the Board size range to consist of not less than 12 and not
more than 16 directors is consistent with Section 6(b) of the Act,\16\
including Section 6(b)(3) of the Act.\17\ The Exchange's proposal would
not impact in any manner its current process to ensure fair
representation of its Trading Permit Holders in the selection of its
directors and administration of its affairs as required by Section
6(b)(3) of the Act.\18\ Further, the proposed change is consistent with
the current size of C2's Board and simply narrows the possible size
range from 11 to 23 to 12 to 16.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(3).
\18\ See id.
---------------------------------------------------------------------------
IV. Conclusion
For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with the Act and the rules and regulations
thereunder applicable to a national securities exchange.
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\19\ that the proposed rule change (SR-C2-2012-039) be and hereby
is approved.
---------------------------------------------------------------------------
\19\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
---------------------------------------------------------------------------
\20\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-02424 Filed 2-4-13; 8:45 am]
BILLING CODE 8011-01-P
