Securities Exchange Act of 1934; In the Matter of Exchange Act Rule 13p-1 and Form SD; Order Issuing Stay, 26297 [2014-10437]
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26297
Federal Register / Vol. 79, No. 88 / Wednesday, May 7, 2014 / Notices
that ‘‘related’’ algorithms or trading
desks are in fact independent or are
subject to supervision or management
by separate personnel.59 FINRA
declined to specify a volume of trading
that would constitute a ‘‘pattern or
practice’’ for purposes of the proposed
rule, explaining that it preferred not to
‘‘establish a specific threshold below
which a firm could continue to engage
in unlimited self-trading,’’ 60 but urged
firms to examine their self-trading for
volume and frequency, which could
indicate a pattern or practice.61
Finally, FINRA noted that wash sales
will continue to be subject to the same
provisions in the federal securities laws
and FINRA rules.62 The Commission
believes that FINRA has sufficiently
addressed the Commission’s concerns.
For the reasons discussed above, the
Commission finds that the proposed
rule change is consistent with the Act.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,63 that the
proposed rule change (SR–FINRA–
2013–036), as modified by Amendment
No. 1, be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.64
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–10384 Filed 5–6–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[File No. S7–40–10; Release No. 72079]
Securities Exchange Act of 1934; In the
Matter of Exchange Act Rule 13p–1
and Form SD; Order Issuing Stay
May 2, 2014.
On April 14, 2014, the United States
Court of Appeals for the District of
Columbia Circuit issued a decision in
National Association of Manufacturers,
et al. v. SEC, et al., No. 13–5252 (D.C.
Cir. April 14, 2014). That case involved
a challenge to Exchange Act Rule 13p–
1 and Form SD.1 The rule and form were
adopted pursuant to Section 13(p) of the
Securities Exchange Act of 1934, which
was added by Section 1502 of the DoddFrank Wall Street Reform and Consumer
Protection Act.2 The Court of Appeals
rejected all of the challenges to the rule
based on the Administrative Procedure
Act and the Exchange Act. The Court of
Appeals, however, concluded that
Section 13(p) and Rule 13p–1 ‘‘violate
the First Amendment to the extent the
statute and rule require regulated
entities to report to the Commission and
to state on their Web site that any of
their products have ‘not been found to
be ‘DRC conflict free.’ ’ ’’ 3 In so
concluding, the Court of Appeals
specifically noted that there was no
‘‘First Amendment objection to any
other aspect of the conflict minerals
report or required disclosures.’’ 4 In an
order issued concurrently with the
decision, the Court of Appeals withheld
the issuance of its mandate until seven
days after disposition of any timely
petition for rehearing or petition for
rehearing en banc. As a result, the
earliest date on which the Court of
Appeals’s mandate is likely to issue is
June 5, 2014. Under Rule 13p–1, the
first reports are due to be filed on June
2, 2014.
Section 705 of the Administrative
Procedure Act provides that an agency
may postpone the effective date of an
action taken by it pending judicial
review when it finds that ‘‘justice so
requires.’’ 5 U.S.C. 705. In light of the
Court of Appeals’s decision, the
Commission finds that it is consistent
with what justice requires to stay the
effective date for compliance with those
portions of Rule 13p–1 and Form SD
that would require the statements by
issuers that the Court of Appeals held
would violate the First Amendment.
Among other things, a stay of those
portions of the rule avoids the risk of
First Amendment harm pending further
proceedings. Moreover, limiting the stay
to those portions of the rule requiring
the disclosures that the Court of
Appeals held would impinge on issuers’
First Amendment rights furthers the
public’s interest in having issuers
comply with the remainder of the rule,
which was mandated by Congress in
Section 1502 and upheld by the Court
of Appeals.
Accordingly, it is ordered, pursuant to
Section 705 of the Administrative
Procedure Act, that the effective date for
compliance with those portions of Rule
13p–1 and Form SD subject to the Court
of Appeals’s constitutional holding are
hereby stayed pending the completion
of judicial review, at which point the
stay will terminate. For more detailed
guidance regarding compliance, issuers
should refer to the statement issued by
the staff on April 29, 2014, and any
further guidance subsequently
provided.5
By the Commission.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–10437 Filed 5–6–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[ File No. 500–1]
In the Matter of: Genosys, Inc.: Order
of Suspension of Trading
May 5, 2014.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of GeNOsys,
Inc. (‘‘Genosys’’) because Genosys has
not submitted the following required
periodic filings:
pmangrum on DSK3VPTVN1PROD with NOTICES
Filing
Due date
Annual report on Form 10–K for period ended Nov. 30, 2011 .................................................................................................
Quarterly report on Form 10–Q for period ended Feb. 29, 2012 .............................................................................................
Quarterly report on Form 10–Q for period ended May 31, 2012 .............................................................................................
Quarterly report on Form 10–Q for period ended August 31, 2012 .........................................................................................
Annual report on Form 10–K for period ended Nov. 30, 2012 .................................................................................................
Quarterly report on Form 10–Q for period ended Feb. 28, 2013 .............................................................................................
Quarterly report on Form 10–Q for period ended May 31, 2013 .............................................................................................
Quarterly report on Form 10–Q for period ended August 31, 2013 .........................................................................................
Annual report on Form 10–K for period ended Nov. 30, 2013 .................................................................................................
59 Id.
60 Id.
at 5.
61 Id.
62 See
FINRA Response 2, supra note 10, at 3.
U.S.C. 78s(b)(2).
64 17 CFR 200.30–3(a)(12).
63 15
VerDate Mar<15>2010
17:28 May 06, 2014
Jkt 232001
1 Conflict Minerals, 77 FR 56,274 (Sept. 12, 2012)
(codified at 17 CFR 240, 249b).
2 Public Law 111–203, 124 Stat. 1376, 2213
(2010).
3 Slip. Op. at 23.
4 Slip. Op. at 17 n.8.
PO 00000
Frm 00099
Fmt 4703
Sfmt 4703
February 28, 2012.
April 16, 2012.
July 16, 2012.
October 15, 2012.
February 28, 2013.
April 15, 2013.
July 15, 2013.
October 15, 2013.
February 28, 2014.
5 On April 30, 2014, the National Association of
Manufacturers, the Chamber of Commerce, and
Business Roundtable filed a motion requesting that
the Commission stay Rule 13p–1 in its entirety. In
accordance with the above order, the motion is
denied.
E:\FR\FM\07MYN1.SGM
07MYN1
]]>Agencies
[Federal Register Volume 79, Number 88 (Wednesday, May 7, 2014)]
[Notices]
[Page 26297]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-10437]
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SECURITIES AND EXCHANGE COMMISSION
[File No. S7-40-10; Release No. 72079]
Securities Exchange Act of 1934; In the Matter of Exchange Act
Rule 13p-1 and Form SD; Order Issuing Stay
May 2, 2014.
On April 14, 2014, the United States Court of Appeals for the
District of Columbia Circuit issued a decision in National Association
of Manufacturers, et al. v. SEC, et al., No. 13-5252 (D.C. Cir. April
14, 2014). That case involved a challenge to Exchange Act Rule 13p-1
and Form SD.\1\ The rule and form were adopted pursuant to Section
13(p) of the Securities Exchange Act of 1934, which was added by
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act.\2\ The Court of Appeals rejected all of the challenges
to the rule based on the Administrative Procedure Act and the Exchange
Act. The Court of Appeals, however, concluded that Section 13(p) and
Rule 13p-1 ``violate the First Amendment to the extent the statute and
rule require regulated entities to report to the Commission and to
state on their Web site that any of their products have `not been found
to be `DRC conflict free.' ' '' \3\ In so concluding, the Court of
Appeals specifically noted that there was no ``First Amendment
objection to any other aspect of the conflict minerals report or
required disclosures.'' \4\ In an order issued concurrently with the
decision, the Court of Appeals withheld the issuance of its mandate
until seven days after disposition of any timely petition for rehearing
or petition for rehearing en banc. As a result, the earliest date on
which the Court of Appeals's mandate is likely to issue is June 5,
2014. Under Rule 13p-1, the first reports are due to be filed on June
2, 2014.
---------------------------------------------------------------------------
\1\ Conflict Minerals, 77 FR 56,274 (Sept. 12, 2012) (codified
at 17 CFR 240, 249b).
\2\ Public Law 111-203, 124 Stat. 1376, 2213 (2010).
\3\ Slip. Op. at 23.
\4\ Slip. Op. at 17 n.8.
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Section 705 of the Administrative Procedure Act provides that an
agency may postpone the effective date of an action taken by it pending
judicial review when it finds that ``justice so requires.'' 5 U.S.C.
705. In light of the Court of Appeals's decision, the Commission finds
that it is consistent with what justice requires to stay the effective
date for compliance with those portions of Rule 13p-1 and Form SD that
would require the statements by issuers that the Court of Appeals held
would violate the First Amendment. Among other things, a stay of those
portions of the rule avoids the risk of First Amendment harm pending
further proceedings. Moreover, limiting the stay to those portions of
the rule requiring the disclosures that the Court of Appeals held would
impinge on issuers' First Amendment rights furthers the public's
interest in having issuers comply with the remainder of the rule, which
was mandated by Congress in Section 1502 and upheld by the Court of
Appeals.
Accordingly, it is ordered, pursuant to Section 705 of the
Administrative Procedure Act, that the effective date for compliance
with those portions of Rule 13p-1 and Form SD subject to the Court of
Appeals's constitutional holding are hereby stayed pending the
completion of judicial review, at which point the stay will terminate.
For more detailed guidance regarding compliance, issuers should refer
to the statement issued by the staff on April 29, 2014, and any further
guidance subsequently provided.\5\
---------------------------------------------------------------------------
\5\ On April 30, 2014, the National Association of
Manufacturers, the Chamber of Commerce, and Business Roundtable
filed a motion requesting that the Commission stay Rule 13p-1 in its
entirety. In accordance with the above order, the motion is denied.
By the Commission.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-10437 Filed 5-6-14; 8:45 am]
BILLING CODE 8011-01-P
