Justia Agencies And Commissions Securities And Exchange Commission Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Constituent Documents of Its Intermediate Parent Companies NYSE Holdings LLC., Intercontinental Exchange, Inc., To Eliminate Certain Provisions That by Their Terms Have Become Void and Are of No Further Force and Effect as a Result of the Sale by ICE of Euronext N.V. in June 2014 and Make Conforming Changes to the Independence Policy of the Board of Directors of ICE, 28331-28335 [2015-11870]

Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Constituent Documents of Its Intermediate Parent Companies NYSE Holdings LLC., Intercontinental Exchange, Inc., To Eliminate Certain Provisions That by Their Terms Have Become Void and Are of No Further Force and Effect as a Result of the Sale by ICE of Euronext N.V. in June 2014 and Make Conforming Changes to the Independence Policy of the Board of Directors of ICE, 28331-28335 [2015-11870]

Download as PDF Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal offices 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–BYX– 2015–24, and should be submitted on or before June 8, 2015. June 5, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–11879 Filed 5–15–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74928; File No. SR–NYSE– 2015–18] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Constituent Documents of Its Intermediate Parent Companies NYSE Holdings LLC., Intercontinental Exchange, Inc., To Eliminate Certain Provisions That by Their Terms Have Become Void and Are of No Further Force and Effect as a Result of the Sale by ICE of Euronext N.V. in June 2014 and Make Conforming Changes to the Independence Policy of the Board of Directors of ICE (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the constituent documents of its intermediate parent companies NYSE Holdings LLC, a Delaware limited liability company (‘‘NYSE Holdings’’), and Intercontinental Exchange Holdings, Inc., a Delaware corporation (‘‘ICE Holdings’’), and its ultimate parent company, Intercontinental Exchange, Inc., a Delaware corporation (‘‘ICE’’), to eliminate certain provisions that by their terms have become void and are of no further force and effect as a result of the sale by ICE of Euronext N.V. (‘‘Euronext’’) in June 2014. The Exchange also seeks approval of conforming changes to the Independence Policy of the Board of Directors of ICE (the ‘‘Independence Policy’’). The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.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 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. asabaliauskas on DSK5VPTVN1PROD with NOTICES May 12, 2015. 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 May 1, 2015, New York Stock Exchange LLC A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose 13 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 18:52 May 15, 2015 Jkt 235001 The Exchange requests approval to amend the constituent documents of its intermediate parent companies NYSE Holdings and ICE Holdings, and of its ultimate parent company, ICE, to eliminate certain provisions that by PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 28331 their terms have become void and are of no further force and effect as a result of the sale by ICE of Euronext in June 2014, upon consummation of which ICE, ICE Holdings and NYSE Holdings ceased to control Euronext.4 The Exchange also requests approval of conforming changes to the Independence Policy.5 The Exchange believes the proposed changes are desirable to avoid the potential for confusion that could arise if ICE, ICE Holdings and NYSE Holdings were to retain in their constituent documents or in the Independence Policy provisions that are no longer operative. Background In 2007, the Exchange’s direct parent, NYSE Group Inc. (‘‘NYSE Group’’), entered into a business combination transaction with Euronext N.V. (‘‘Euronext’’) in which NYSE Group and Euronext became wholly owned subsidiaries of a newly formed company, NYSE Euronext, a Delaware corporation. The Certificate of Incorporation and Bylaws of NYSE Euronext included provisions (a) requiring NYSE Euronext and its board of directors to give due consideration to requirements of European law and regulation applicable to the operation of Euronext’s European business; (b) requiring NYSE Euronext and its board of directors to cause Euronext’s subsidiaries to operate in compliance with applicable law and regulation and to cooperate with European regulators; (c) relating to board compositions and similar matters; and (d) prohibiting the amendment of such provisions without a supermajority vote of the directors in light of Euronext’s minority representation on the board (collectively, the ‘‘European Provisions’’). NYSE Euronext’s 4 ICE, a public company listed on the Exchange, owns 100% of ICE Holdings, which in turn owns 100% of NYSE Holdings. Through ICE Holdings, NYSE Holdings and NYSE Group, Inc., ICE indirectly owns (1) 100% of the equity interest of three registered national securities exchanges and self-regulatory organizations (together, the ‘‘NYSE Exchanges’’)—the Exchange, NYSE Arca, Inc. (‘‘NYSE Arca’’) and NYSE MKT LLC (‘‘NYSE MKT’’)—and (2) 100% of the equity interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE Arca L.L.C. and NYSE Arca Equities, Inc. ICE also indirectly owns a majority interest in NYSE Amex Options LLC. See Exchange Act Release No. 70210 (August 15, 2013), 78 FR 51758 (August 21, 2013) (SR–NYSE–2013–42; SR–NYSEMKT–2013– 50; SR–NYSEArca–2013–62) (‘‘Release No. 70210’’) (approving proposed rule change relating to a corporate transaction in which NYSE Euronext will become a wholly owned subsidiary of IntercontinentalExchange Group, Inc.). 5 The Exchange’s affiliates NYSE Arca and NYSE MKT have also submitted the same proposed rule change. See SR–NYSEMKT–2015–32 and SR– NYSEArca–2015–33. E:\FR\FM\18MYN1.SGM 18MYN1 asabaliauskas on DSK5VPTVN1PROD with NOTICES 28332 Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices Certificate of Incorporation and Bylaws also included provisions for the automatic suspension or voiding of the European Provisions under specified circumstances, including circumstances under which NYSE Euronext no longer exercised a controlling interest (as therein defined) over Euronext (the ‘‘Voiding Provisions’’).6 In 2013, ICE Holdings (then known as IntercontinentalExchange, Inc.) entered into a business combination transaction with NYSE Euronext in which ICE Holdings and NYSE Holdings (then known as NYSE Euronext Holdings LLC), as successor to NYSE Euronext, became wholly owned subsidiaries of a newly formed company, ICE (then known as IntercontinentalExchange Group, Inc.). In connection with this transaction, the European Provisions and the Voiding Provisions were modified as they applied to NYSE Holdings and were incorporated, in substantially the same modified form, into the Certificate of Incorporation and Bylaws of ICE, along with the Voiding Provisions. In relevant part, the Voiding Provisions applicable to ICE and NYSE Holdings were modified to specify that the European Provisions would automatically become void and be of no further force and effect if at any time ICE or NYSE Holdings, as the case may be, ceased to ‘‘control’’ Euronext, with ‘‘control’’ defined under International Financial Reporting Standard 10 (as in force at its date of first effectiveness on January 1, 2014), and with cessation of control subject to confirmation from the entity’s registered public accountants and to a public disclosure requirement.7 In March 2014, in preparation for its announced plan to sell Euronext, ICE contributed its ownership of NYSE Holdings to ICE Holdings, and in connection therewith the Certificate and Bylaws of ICE Holdings were amended to incorporate the modified European Provisions and the modified Voiding Provisions.8 The Certificate of Incorporation and Bylaws of ICE and of ICE Holdings, and the Limited Liability Company Agreement of NYSE Holdings are referred to collectively as the ‘‘Constituent Documents’’. In June 2014, ICE consummated the sale of substantially all of its interest in Euronext and, accordingly, ceased to control Euronext within the meaning of 6 See Exchange Act Release No. 55293 (February 14, 2007), 72 FR 8033 (Feb. 22, 2007) (SR–NYSE– 2006–120). 7 See Exchange Act Release No. 70210, 78 FR at 51758. 8 See Exchange Act Release No. 71721 (Mar. 13, 2014), 79 FR 15367 (Mar. 19, 2014) (SR–NYSE– 2014–04; SR–NYSEMKT–2014–10; SR–NYSEArca– 2014–08). VerDate Sep<11>2014 18:52 May 15, 2015 Jkt 235001 the Voiding Provisions. As a result, the Voiding Provisions in each of the Constituent Documents were triggered, and the European Provisions in the Constituent Documents automatically became void and are of no further force and effect.9 The Exchange accordingly proposes to make the following changes to the constituent documents of ICE, ICE Holdings and NYSE Holdings: Certificate of Incorporation of ICE. The Amended and Restated Certificate of Incorporation of ICE would be further amended and restated as set forth in Exhibit 5A to update the recitals in the initial certification and to eliminate the following provisions, which have become void and without further force and effect by operation of the indicated section because ICE no longer controls Euronext: • Pursuant to Art. XIII, Section A.2., the following provisions are void and would be deleted: Art. V, Section A.2.(d); Art. V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and (c)(ii); Art. VII, clause (B); and Art. X, clause (B). • In addition, the phrases ‘‘or any European Market Subsidiary (as defined below)’’ has been deleted from Art V, Section A.1., and the phrase ‘‘or any European Market Subsidiary’’ has been deleted from Art. V, Section B.1., in each case because the phrase refers to a term that is no longer used in the document. • In Art. V, Section A.3.(a)(i), a reference has been added to ICE Holdings and the erroneous name NYSE Euronext LLC has been corrected to refer to NYSE Holdings LLC. Additionally, references to ICE Holdings and NYSE Holdings have been added to Art. V, Section B.3.(a)(i). These matters were previously addressed in the last sentence of Section 3.15(g) of the Bylaws of ICE. • Art. XIII itself is deleted because its sole purpose was to define the circumstances under which ICE would no longer control Euronext and to specify the provisions that became void upon such event. The Exchange believes it would be confusing to retain Art. XIII because it refers to events that have occurred and to provisions that will have been deleted. 9 See Exchange Act Release No. 73740 (Dec. 4, 2014), 79 FR 73362 (Dec. 10, 2014) (‘‘Release No. 73740’’) (SR–NYSE–2014–53; SR–NYSEMKT– 2014–83; SR–NYSEArca–2014–112), for additional information about the events that resulted in the triggering of the Voiding Provisions. PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 • Art. XIV, establishing an effective time for the document, has been deleted because the effective time is addressed in the initial certification. Bylaws of ICE. The Fourth Amended and Restated Bylaws of ICE would be further amended and restated as set forth in Exhibit 5B to eliminate the following provisions, which have become void and without further force and effect by operation of the indicated section because ICE no longer controls Euronext: • Pursuant to Section 10.9(b)(3), the following provisions are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 8.5, 9.2, 9.5, and 10.8; each occurrence of the words ‘‘pursuant to a resolution adopted by at least 75% of the directors then in office’’ in Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A). • In Section 3.1, where the reference to 75% of the directors then in office is eliminated, the standard for setting the number of directors is set to a majority of the directors then in office, which was the standard in effect at NYSE Group prior to the Euronext transaction in 2007. • In Section 3.5, a provision calling for one board meeting to be held in Europe in each year is deleted. This provision was included to accommodate the interests of the Euronext-affiliated directors and, while it was not identified for automatic deletion, ICE views the requirement as imposing an unnecessary expense on ICE and believes the venue of meetings should be in the discretion of management. • The last sentence of Section 3.15(g) (which will be redesignated Section 3.15) is deleted for the reasons discussed above under ‘‘Certificate of Incorporation of ICE’’. • Section 8.6, applicable to records that relate to both a European Market Subsidiary and a U.S. Regulated Subsidiary, has been deleted because the definition of European Market Subsidiary and all other references to the term have been deleted. • Section 10.9 is deleted in its entirety for the reasons set forth above relating to Article XIII of the Certificate of Incorporation of ICE, and also because Section 10.9 refers to Stichting NYSE Euronext and its Articles of Formation, which no longer asserts any authority over ICE.10 Independence Policy. The Independence Policy would be revised 10 See Release No. 73740, 79 FR at 73362 and note 9, supra. E:\FR\FM\18MYN1.SGM 18MYN1 asabaliauskas on DSK5VPTVN1PROD with NOTICES Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices to eliminate from paragraph 3 the references to European securities exchanges and European regulatory authorities that are no longer controlled by, or regulators of entities controlled by, ICE. See Exhibit 5C. Certificate of Incorporation of ICE Holdings. The Sixth Amended and Restated Certificate of Incorporation of ICE Holdings would be further amended and restated as set forth in Exhibit 5D to update the recitals in the initial certification and to eliminate the following provisions, which have become void and without further effect by operation of the indicated section because ICE Holdings no longer controls Euronext: • Pursuant to Art. XIII, Section A.2., the following provisions are void and would be deleted: Art. V, Section A.2.(d); Art V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and (c)(ii); Art. VII, clause (B); and Art. X, clause (B). • In addition, the phrases ‘‘or any European Market Subsidiary (as defined below)’’ has been deleted from Art. V, Section A.1., and the phrase ‘‘or any European Market Subsidiary’’ has been deleted from Art. V, Section B.1., in each case because the phrase refers to a term that is no longer used in the document. • Art. XIII itself is deleted for the same reasons as discussed above for ICE. Bylaws of ICE Holdings. The Third Amended and Restated Bylaws of ICE Holdings would be further amended and restated as set forth in Exhibit 5E to eliminate the following provisions, which have become void and without further force and effect by operation of the indicated section because ICE Holdings no longer controls Euronext: • Pursuant to Section 10.9(b)(3), the following provisions are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 8.5, 9.2, 9.5, and 10.8; each occurrence of the words ‘‘pursuant to a resolution adopted by at a majority of the directors then in office’’ in Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A). • In Section 3.5, a provision calling for one board meeting to be held in Europe in each year is deleted, for the reasons discussed above under ‘‘Bylaws of ICE.’’ • Section 8.6 is deleted for the reasons discussed above under ‘‘Bylaws of ICE’’. VerDate Sep<11>2014 18:52 May 15, 2015 Jkt 235001 • Section 10.9 is deleted in its entirety for the reasons set forth above under ‘‘Bylaws of ICE’’. Limited Liability Company Agreement of NYSE Holdings. The Sixth Amended and Restated Limited Liability Company Agreement of NYSE Holdings would be further amended and restated as set forth in Exhibit 5F to update the recitals and to eliminate the following provisions, which have become void and without further force and effect by operation of the indicated section because NYSE Holdings no longer controls Euronext: • Pursuant to Section 16.3(b)(3), the following provisions are void and would be deleted: Sections 3.12(b)(1), 3.12(c)(2), 3.12(c)(4), 3.12(c)(6),11 12.1(b), 12.2(b), 12.2(c)(ii), 12.3(b), 12.3(d), 12.4(b), 13.2, 14.2, 14.5, and 16.2; and, additionally, Sections 4.1(b), 9.1(a)(2)(d), 9.1(a)(3)(A)(ii), 9.1(a)(3)(A)(iii)(z), 9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y), 9.1(a)(3)(D)(i)(y),12 9.1(a)(4)(b),13 9.1(b)(2)(d), 9.1(b)(3)(A)(ii), 9.1(b)(3)(A)(iii)(z), 9.1(b)(3)(B)(ii), 9.1(b)(3)(B)(y), 9.1(b)(3)(C)(ii), 16.1(a)(A) and 16.1(b), and the definitions of ‘‘Euronext College of Regulators’’, ‘‘European Exchange Regulations’’, ‘‘European Regulated Market’’, ‘‘European Regulator’’, ‘‘European Market Subsidiary’’ and ‘‘Europe’’ set forth in Section 1.1. • Additional definitions that define terms no longer used in the document also are deleted from Section 1.1: ‘‘Euronext’’, ‘‘Euronext Call Option’’, ‘‘Euronext Transaction Time’’, ‘‘European Disqualified Person’’, ‘‘European Subsidiaries’ Confidential Information’’, ‘‘Execution Date’’, ‘‘Extraordinary Transaction’’, ‘‘Foundation’’, ‘‘Governmental Entity’’ (and the reference to such term in the definition of ‘‘Law’’), ‘‘Merger’’ and ‘‘Priority Shares’’. • Certain cross-references have been corrected in the definitions of ‘‘ETP Holder’’, ‘‘MKT Member’’, ‘‘NYSE Arca’’, ‘‘NYSE Arca Equities’’, ‘‘NYSE Market’’, ‘‘NYSE Member’’, ‘‘NYSE MKT’’, ‘‘OTP Firm’’, ‘‘OTP Holder’’ and ‘‘U.S. Disqualified Person’’. • In Section 3.7, a provision calling for one board meeting to be held in Europe in each year is deleted for the reasons discussed above under ‘‘Bylaws of ICE’’. 11 The four subsections of Section 3.12 are mistakenly identified in Section 16.3(a) as subsections of Section 3.11. 12 Sections 9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y) and 9.1(a)(3)(D)(i)(y) are mistakenly identified in Section 16.3 as subsections of Section 9.1(c)(3) rather than Section 9.1(a)(3). 13 Section 9.1(a)(4)(b) is mistakenly identified in Section 16.3 as a subsection of Section 9.1(c)(4) rather than Section 9.1(a)(4). PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 28333 • References to European filing requirements have been eliminated from Section 7.2. • Section 12.4(c), applicable to records that relate to both a European Market Subsidiary and a U.S. Regulated Subsidiary, has been deleted for the reasons discussed above under ‘‘Bylaws of ICE,’’ Section 8.6. • Section 16.3 itself is deleted for the reasons discussed under ‘‘Certificate of Incorporation of ICE’’ with reference to Art. XIII. • The phrase ‘‘or any European Market Subsidiary’’ has been eliminated from Sections 9.1(a)(1) and 9.1(b)(1), in each case because the phrase refers to a term that is no longer used in the document. In each case, where a provision being eliminated falls within a numbered or lettered list, the subsequent numbers or letters, as the case may be, and related cross-references have been adjusted for continuity. In some cases where a list contains only a small number of items after eliminations, the number or lettering has been removed entirely. Other non-substantive conforming changes have been made as appropriate for clarity and consistency. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act 14 in general, and with Section 6(b)(1) 15 in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. The European Provisions were implemented at a time when the Exchange was owned by a company with substantial holdings of non-U.S. securities exchanges, substantial non-U.S. board representation, and explicit obligations on the part of its board to give due consideration to matters of non-U.S. law and the interests of non-U.S. stakeholders. In light of the elimination of these concerns and the concomitant voiding of the European Provisions, the Exchange believes that the proposed rule change is consistent with Section 6(b)(1). The Exchange also believes that this filing furthers the objectives of Section 6(b)(5) of the Exchange Act 16 because 14 15 U.S.C. 78f(b). U.S.C. 78f(b)(1). 16 15 U.S.C. 78f(b)(5). 15 15 E:\FR\FM\18MYN1.SGM 18MYN1 28334 Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices the proposed rule change would be consistent with and facilitate a governance and regulatory structure that 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 regulating, clearing, settling, processing information with respect to, and 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. The Exchange believes that elimination of the European Provisions (which by their terms are now void and of no further force and effect) will remove impediments to the operation of the Exchange by eliminating the potential for uncertainty among analysts and investors as to the practical implications of the European Provisions on the Exchange as a marketplace and as a significant asset of ICE if they remain in the Constituent Documents notwithstanding their vitiation by the Voiding Provisions. For the same reasons, the proposed rule change is also designed to protect investors as well as 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 Exchange Act. The proposed rule change would shorten and simplify the Constituent Documents and the ICE Directors Independence Policy without making any substantive changes, thereby enhancing their transparency. The proposed rule change would result in no concentration or other changes of ownership of exchanges. asabaliauskas on DSK5VPTVN1PROD with NOTICES 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) of the Act 17 and Rule 19b– 4(f)(6) thereunder.18 Because the foregoing proposed rule change does 17 15 18 17 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). VerDate Sep<11>2014 18:52 May 15, 2015 Jkt 235001 not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b– 4(f)(6) thereunder.19 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 20 normally does not become operative for 30 days after the date of its filing. However, Rule 19b–4(f)(6)(iii) 21 permits the Commission to 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. The Exchange notes that such waiver would accommodate the timing of the effectiveness under the Delaware General Corporation Law of the Second Amended and Restated Certificate of Incorporation of ICE, which the Exchange represents will be filed in Delaware upon approval by the stockholders of ICE at the annual meeting of stockholders scheduled for May 2015. The Exchange believes that waiving the 30-day operative delay would permit the modifications to occur at an earlier time and thereby reduce the potential for confusion among persons reading the Constituent Documents. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the operative delay and designates the proposed rule change operative upon filing.22 At any time within 60 days of the filing of the 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. If the 19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and the text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 20 17 CFR 240.19b–4(f)(6). 21 17 CFR 240.19b–4(f)(6)(iii). 22 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. 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 email to rule-comments@ sec.gov. Please include File Number SR– NYSE–2015–18 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2015–18. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml.) Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 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–NYSE– 2015–18, and should be submitted on or before June 8, 2015. E:\FR\FM\18MYN1.SGM 18MYN1 Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.23 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–11870 Filed 5–15–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74935; File No. SR–EDGX– 2015–19) Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Change the Name of ‘‘ConnectEdge’’ Product Offering Under Rule 13.9 to ‘‘BATS Connect’’ May 12, 2015. 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 April 28, 2015, EDGX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘EDGX’’) 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 Exchange has designated this proposal as a ‘‘noncontroversial’’ proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b–4(f)(6)(iii) thereunder,4 which renders it effective upon filing with the Commission. 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 proposing to change the name of ‘‘ConnectEdge’’ under Rule 13.9 to ‘‘BATS Connect’’. The text of the proposed rule change is available at the Exchange’s Web site at www.batstrading.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. asabaliauskas on DSK5VPTVN1PROD with NOTICES 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 23 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(6)(iii). 1 15 VerDate Sep<11>2014 18:52 May 15, 2015 Jkt 235001 the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified 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 In early 2014, the Exchange and its affiliate, EDGA Exchange, Inc. (‘‘EDGA’’), received approval to effect a merger (the ‘‘Merger’’) of the Exchange’s parent company, Direct Edge Holdings LLC, with BATS Global Markets, Inc., the parent of BZX and BYX (together with BZX, EDGA, and EDGX, the ‘‘BGM Affiliated Exchanges’’).5 The Exchange proposes to change the name of ‘‘ConnectEdge’’ under Rule 13.9 to ‘‘BATS Connect’’ to more closely align with the Exchange’s parent company, BATS Global Markets, Inc. ConnectEdge is a communication and routing service that provides Members an additional means to receive market data from and route orders to any destination connected to the Exchange’s network. ConnectEdge does not affect trade executions and would not report trades to the relevant Securities Information Processor. The servers of the Member need not be located in the same facilities as the Exchange in order to subscribe to ConnectEdge. Members may also seek to utilize ConnectEdge in the event of a market disruption where other alternative connection methods become unavailable.6 The Exchange does not propose to amend the content or services available via the ConnectEdge offering. The proposal only seeks to change the name of 5 See Securities Exchange Act Release No. 71449 (January 30, 2014), 79 FR 6961 (February 5, 2014) (SR–EDGX–2013–043; SR–EDGA–2013–034). 6 This service is an alternative to a service that the Exchange already provides to its Members — current order-sending Members route orders through access provided by the Exchange to the Exchange that either check the Exchange for available liquidity and then route to other destinations or, in certain circumstances, bypass the Exchange and route to other destinations. See Exchange Rule 11.11(g) (setting forth routing options whereby Members may select their orders be routed to other market centers). See also Securities Exchange Act Release No. 73780 (December 8, 2014), 79 FR 73942 (December 12, 2015) (SR–EDGX–2014–28) (proposing to amend Exchange Rule 13.9 for immediate effectiveness relating to a communication and routing service known as ConnectEdge). PO 00000 Frm 00117 Fmt 4703 Sfmt 4703 28335 ‘‘ConnectEdge’’ under Rule 13.9 to ‘‘BATS Connect’’. Lastly, the Exchange proposes to correct a typographical error within Rule 13.9 by inserting the word ‘‘the’’ before ‘‘Exchanges network.’’ 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 7 in general, and furthers the objectives of Section 6(b)(5) of the Act 8 in particular, in that it is designed 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. The Exchange does not propose to amend the content or services available via the renamed BATS Connect offering. It simply proposes to change the name of ‘‘ConnectEdge’’ to ‘‘BATS Connect’’ under Rule 13.9 and to correct a typographical error. Therefore, the Exchange believes the proposed rule change is consistent with Section 6(b)(5) of the Act 9 because the new name will avoid investor confusion by more closely aligning the BATS Connect product with the Exchange’s parent company, BATS Global Markets, Inc. B. Self-Regulatory Organization’s Statement on Burden on Competition The proposed rule change will not affect competition as it is not designed to amend the content or services available via the renamed BATS Connect offering. It is simply intended to correct a typographical error and more closely align the renamed BATS Connect product with the Exchange’s parent company, BATS Global Markets, Inc. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others The Exchange has neither solicited nor received written comments on 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 Act10 and Rule 7 15 8 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 9 Id. 10 15 E:\FR\FM\18MYN1.SGM U.S.C. 78s(b)(3)(A)(iii). 18MYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 80, Number 95 (Monday, May 18, 2015)]
[Notices]
[Pages 28331-28335]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-11870]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74928; File No. SR-NYSE-2015-18]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending the Constituent Documents of Its Intermediate Parent Companies 
NYSE Holdings LLC., Intercontinental Exchange, Inc., To Eliminate 
Certain Provisions That by Their Terms Have Become Void and Are of No 
Further Force and Effect as a Result of the Sale by ICE of Euronext 
N.V. in June 2014 and Make Conforming Changes to the Independence 
Policy of the Board of Directors of ICE

May 12, 2015.
    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 May 1, 2015, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
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 proposes to amend the constituent documents of its 
intermediate parent companies NYSE Holdings LLC, a Delaware limited 
liability company (``NYSE Holdings''), and Intercontinental Exchange 
Holdings, Inc., a Delaware corporation (``ICE Holdings''), and its 
ultimate parent company, Intercontinental Exchange, Inc., a Delaware 
corporation (``ICE''), to eliminate certain provisions that by their 
terms have become void and are of no further force and effect as a 
result of the sale by ICE of Euronext N.V. (``Euronext'') in June 2014. 
The Exchange also seeks approval of conforming changes to the 
Independence Policy of the Board of Directors of ICE (the 
``Independence Policy''). The text of the proposed rule change is 
available on the Exchange's Web site at www.nyse.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 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 requests approval to amend the constituent documents 
of its intermediate parent companies NYSE Holdings and ICE Holdings, 
and of its ultimate parent company, ICE, to eliminate certain 
provisions that by their terms have become void and are of no further 
force and effect as a result of the sale by ICE of Euronext in June 
2014, upon consummation of which ICE, ICE Holdings and NYSE Holdings 
ceased to control Euronext.\4\ The Exchange also requests approval of 
conforming changes to the Independence Policy.\5\
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    \4\ ICE, a public company listed on the Exchange, owns 100% of 
ICE Holdings, which in turn owns 100% of NYSE Holdings. Through ICE 
Holdings, NYSE Holdings and NYSE Group, Inc., ICE indirectly owns 
(1) 100% of the equity interest of three registered national 
securities exchanges and self-regulatory organizations (together, 
the ``NYSE Exchanges'')--the Exchange, NYSE Arca, Inc. (``NYSE 
Arca'') and NYSE MKT LLC (``NYSE MKT'')--and (2) 100% of the equity 
interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE Arca 
L.L.C. and NYSE Arca Equities, Inc. ICE also indirectly owns a 
majority interest in NYSE Amex Options LLC. See Exchange Act Release 
No. 70210 (August 15, 2013), 78 FR 51758 (August 21, 2013) (SR-NYSE-
2013-42; SR-NYSEMKT-2013-50; SR-NYSEArca-2013-62) (``Release No. 
70210'') (approving proposed rule change relating to a corporate 
transaction in which NYSE Euronext will become a wholly owned 
subsidiary of IntercontinentalExchange Group, Inc.).
    \5\ The Exchange's affiliates NYSE Arca and NYSE MKT have also 
submitted the same proposed rule change. See SR-NYSEMKT-2015-32 and 
SR-NYSEArca-2015-33.
---------------------------------------------------------------------------

    The Exchange believes the proposed changes are desirable to avoid 
the potential for confusion that could arise if ICE, ICE Holdings and 
NYSE Holdings were to retain in their constituent documents or in the 
Independence Policy provisions that are no longer operative.
Background
    In 2007, the Exchange's direct parent, NYSE Group Inc. (``NYSE 
Group''), entered into a business combination transaction with Euronext 
N.V. (``Euronext'') in which NYSE Group and Euronext became wholly 
owned subsidiaries of a newly formed company, NYSE Euronext, a Delaware 
corporation. The Certificate of Incorporation and Bylaws of NYSE 
Euronext included provisions (a) requiring NYSE Euronext and its board 
of directors to give due consideration to requirements of European law 
and regulation applicable to the operation of Euronext's European 
business; (b) requiring NYSE Euronext and its board of directors to 
cause Euronext's subsidiaries to operate in compliance with applicable 
law and regulation and to cooperate with European regulators; (c) 
relating to board compositions and similar matters; and (d) prohibiting 
the amendment of such provisions without a supermajority vote of the 
directors in light of Euronext's minority representation on the board 
(collectively, the ``European Provisions''). NYSE Euronext's

[[Page 28332]]

Certificate of Incorporation and Bylaws also included provisions for 
the automatic suspension or voiding of the European Provisions under 
specified circumstances, including circumstances under which NYSE 
Euronext no longer exercised a controlling interest (as therein 
defined) over Euronext (the ``Voiding Provisions'').\6\
---------------------------------------------------------------------------

    \6\ See Exchange Act Release No. 55293 (February 14, 2007), 72 
FR 8033 (Feb. 22, 2007) (SR-NYSE-2006-120).
---------------------------------------------------------------------------

    In 2013, ICE Holdings (then known as IntercontinentalExchange, 
Inc.) entered into a business combination transaction with NYSE 
Euronext in which ICE Holdings and NYSE Holdings (then known as NYSE 
Euronext Holdings LLC), as successor to NYSE Euronext, became wholly 
owned subsidiaries of a newly formed company, ICE (then known as 
IntercontinentalExchange Group, Inc.). In connection with this 
transaction, the European Provisions and the Voiding Provisions were 
modified as they applied to NYSE Holdings and were incorporated, in 
substantially the same modified form, into the Certificate of 
Incorporation and Bylaws of ICE, along with the Voiding Provisions. In 
relevant part, the Voiding Provisions applicable to ICE and NYSE 
Holdings were modified to specify that the European Provisions would 
automatically become void and be of no further force and effect if at 
any time ICE or NYSE Holdings, as the case may be, ceased to 
``control'' Euronext, with ``control'' defined under International 
Financial Reporting Standard 10 (as in force at its date of first 
effectiveness on January 1, 2014), and with cessation of control 
subject to confirmation from the entity's registered public accountants 
and to a public disclosure requirement.\7\
---------------------------------------------------------------------------

    \7\ See Exchange Act Release No. 70210, 78 FR at 51758.
---------------------------------------------------------------------------

    In March 2014, in preparation for its announced plan to sell 
Euronext, ICE contributed its ownership of NYSE Holdings to ICE 
Holdings, and in connection therewith the Certificate and Bylaws of ICE 
Holdings were amended to incorporate the modified European Provisions 
and the modified Voiding Provisions.\8\ The Certificate of 
Incorporation and Bylaws of ICE and of ICE Holdings, and the Limited 
Liability Company Agreement of NYSE Holdings are referred to 
collectively as the ``Constituent Documents''.
---------------------------------------------------------------------------

    \8\ See Exchange Act Release No. 71721 (Mar. 13, 2014), 79 FR 
15367 (Mar. 19, 2014) (SR-NYSE-2014-04; SR-NYSEMKT-2014-10; SR-
NYSEArca-2014-08).
---------------------------------------------------------------------------

    In June 2014, ICE consummated the sale of substantially all of its 
interest in Euronext and, accordingly, ceased to control Euronext 
within the meaning of the Voiding Provisions. As a result, the Voiding 
Provisions in each of the Constituent Documents were triggered, and the 
European Provisions in the Constituent Documents automatically became 
void and are of no further force and effect.\9\
---------------------------------------------------------------------------

    \9\ See Exchange Act Release No. 73740 (Dec. 4, 2014), 79 FR 
73362 (Dec. 10, 2014) (``Release No. 73740'') (SR-NYSE-2014-53; SR-
NYSEMKT-2014-83; SR-NYSEArca-2014-112), for additional information 
about the events that resulted in the triggering of the Voiding 
Provisions.
---------------------------------------------------------------------------

    The Exchange accordingly proposes to make the following changes to 
the constituent documents of ICE, ICE Holdings and NYSE Holdings:
    Certificate of Incorporation of ICE. The Amended and Restated 
Certificate of Incorporation of ICE would be further amended and 
restated as set forth in Exhibit 5A to update the recitals in the 
initial certification and to eliminate the following provisions, which 
have become void and without further force and effect by operation of 
the indicated section because ICE no longer controls Euronext:
     Pursuant to Art. XIII, Section A.2., the following 
provisions are void and would be deleted: Art. V, Section A.2.(d); Art. 
V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); 
Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section 
B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and 
(c)(ii); Art. VII, clause (B); and Art. X, clause (B).
     In addition, the phrases ``or any European Market 
Subsidiary (as defined below)'' has been deleted from Art V, Section 
A.1., and the phrase ``or any European Market Subsidiary'' has been 
deleted from Art. V, Section B.1., in each case because the phrase 
refers to a term that is no longer used in the document.
     In Art. V, Section A.3.(a)(i), a reference has been added 
to ICE Holdings and the erroneous name NYSE Euronext LLC has been 
corrected to refer to NYSE Holdings LLC. Additionally, references to 
ICE Holdings and NYSE Holdings have been added to Art. V, Section 
B.3.(a)(i). These matters were previously addressed in the last 
sentence of Section 3.15(g) of the Bylaws of ICE.
     Art. XIII itself is deleted because its sole purpose was 
to define the circumstances under which ICE would no longer control 
Euronext and to specify the provisions that became void upon such 
event. The Exchange believes it would be confusing to retain Art. XIII 
because it refers to events that have occurred and to provisions that 
will have been deleted.
     Art. XIV, establishing an effective time for the document, 
has been deleted because the effective time is addressed in the initial 
certification.
    Bylaws of ICE. The Fourth Amended and Restated Bylaws of ICE would 
be further amended and restated as set forth in Exhibit 5B to eliminate 
the following provisions, which have become void and without further 
force and effect by operation of the indicated section because ICE no 
longer controls Euronext:
     Pursuant to Section 10.9(b)(3), the following provisions 
are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 
3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 
8.5, 9.2, 9.5, and 10.8; each occurrence of the words ``pursuant to a 
resolution adopted by at least 75% of the directors then in office'' in 
Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 
3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A).
     In Section 3.1, where the reference to 75% of the 
directors then in office is eliminated, the standard for setting the 
number of directors is set to a majority of the directors then in 
office, which was the standard in effect at NYSE Group prior to the 
Euronext transaction in 2007.
     In Section 3.5, a provision calling for one board meeting 
to be held in Europe in each year is deleted. This provision was 
included to accommodate the interests of the Euronext-affiliated 
directors and, while it was not identified for automatic deletion, ICE 
views the requirement as imposing an unnecessary expense on ICE and 
believes the venue of meetings should be in the discretion of 
management.
     The last sentence of Section 3.15(g) (which will be 
redesignated Section 3.15) is deleted for the reasons discussed above 
under ``Certificate of Incorporation of ICE''.
     Section 8.6, applicable to records that relate to both a 
European Market Subsidiary and a U.S. Regulated Subsidiary, has been 
deleted because the definition of European Market Subsidiary and all 
other references to the term have been deleted.
     Section 10.9 is deleted in its entirety for the reasons 
set forth above relating to Article XIII of the Certificate of 
Incorporation of ICE, and also because Section 10.9 refers to Stichting 
NYSE Euronext and its Articles of Formation, which no longer asserts 
any authority over ICE.\10\
---------------------------------------------------------------------------

    \10\ See Release No. 73740, 79 FR at 73362 and note 9, supra.
---------------------------------------------------------------------------

    Independence Policy. The Independence Policy would be revised

[[Page 28333]]

to eliminate from paragraph 3 the references to European securities 
exchanges and European regulatory authorities that are no longer 
controlled by, or regulators of entities controlled by, ICE. See 
Exhibit 5C.
    Certificate of Incorporation of ICE Holdings. The Sixth Amended and 
Restated Certificate of Incorporation of ICE Holdings would be further 
amended and restated as set forth in Exhibit 5D to update the recitals 
in the initial certification and to eliminate the following provisions, 
which have become void and without further effect by operation of the 
indicated section because ICE Holdings no longer controls Euronext:
     Pursuant to Art. XIII, Section A.2., the following 
provisions are void and would be deleted: Art. V, Section A.2.(d); Art 
V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); 
Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section 
B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and 
(c)(ii); Art. VII, clause (B); and Art. X, clause (B).
     In addition, the phrases ``or any European Market 
Subsidiary (as defined below)'' has been deleted from Art. V, Section 
A.1., and the phrase ``or any European Market Subsidiary'' has been 
deleted from Art. V, Section B.1., in each case because the phrase 
refers to a term that is no longer used in the document.
     Art. XIII itself is deleted for the same reasons as 
discussed above for ICE.
    Bylaws of ICE Holdings. The Third Amended and Restated Bylaws of 
ICE Holdings would be further amended and restated as set forth in 
Exhibit 5E to eliminate the following provisions, which have become 
void and without further force and effect by operation of the indicated 
section because ICE Holdings no longer controls Euronext:
     Pursuant to Section 10.9(b)(3), the following provisions 
are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 
3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 
8.5, 9.2, 9.5, and 10.8; each occurrence of the words ``pursuant to a 
resolution adopted by at a majority of the directors then in office'' 
in Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 
3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A).
     In Section 3.5, a provision calling for one board meeting 
to be held in Europe in each year is deleted, for the reasons discussed 
above under ``Bylaws of ICE.''
     Section 8.6 is deleted for the reasons discussed above 
under ``Bylaws of ICE''.
     Section 10.9 is deleted in its entirety for the reasons 
set forth above under ``Bylaws of ICE''.
    Limited Liability Company Agreement of NYSE Holdings. The Sixth 
Amended and Restated Limited Liability Company Agreement of NYSE 
Holdings would be further amended and restated as set forth in Exhibit 
5F to update the recitals and to eliminate the following provisions, 
which have become void and without further force and effect by 
operation of the indicated section because NYSE Holdings no longer 
controls Euronext:
     Pursuant to Section 16.3(b)(3), the following provisions 
are void and would be deleted: Sections 3.12(b)(1), 3.12(c)(2), 
3.12(c)(4), 3.12(c)(6),\11\ 12.1(b), 12.2(b), 12.2(c)(ii), 12.3(b), 
12.3(d), 12.4(b), 13.2, 14.2, 14.5, and 16.2; and, additionally, 
Sections 4.1(b), 9.1(a)(2)(d), 9.1(a)(3)(A)(ii), 9.1(a)(3)(A)(iii)(z), 
9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y), 9.1(a)(3)(D)(i)(y),\12\ 
9.1(a)(4)(b),\13\ 9.1(b)(2)(d), 9.1(b)(3)(A)(ii), 9.1(b)(3)(A)(iii)(z), 
9.1(b)(3)(B)(ii), 9.1(b)(3)(B)(y), 9.1(b)(3)(C)(ii), 16.1(a)(A) and 
16.1(b), and the definitions of ``Euronext College of Regulators'', 
``European Exchange Regulations'', ``European Regulated Market'', 
``European Regulator'', ``European Market Subsidiary'' and ``Europe'' 
set forth in Section 1.1.
---------------------------------------------------------------------------

    \11\ The four subsections of Section 3.12 are mistakenly 
identified in Section 16.3(a) as subsections of Section 3.11.
    \12\ Sections 9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y) and 
9.1(a)(3)(D)(i)(y) are mistakenly identified in Section 16.3 as 
subsections of Section 9.1(c)(3) rather than Section 9.1(a)(3).
    \13\ Section 9.1(a)(4)(b) is mistakenly identified in Section 
16.3 as a subsection of Section 9.1(c)(4) rather than Section 
9.1(a)(4).
---------------------------------------------------------------------------

     Additional definitions that define terms no longer used in 
the document also are deleted from Section 1.1: ``Euronext'', 
``Euronext Call Option'', ``Euronext Transaction Time'', ``European 
Disqualified Person'', ``European Subsidiaries' Confidential 
Information'', ``Execution Date'', ``Extraordinary Transaction'', 
``Foundation'', ``Governmental Entity'' (and the reference to such term 
in the definition of ``Law''), ``Merger'' and ``Priority Shares''.
     Certain cross-references have been corrected in the 
definitions of ``ETP Holder'', ``MKT Member'', ``NYSE Arca'', ``NYSE 
Arca Equities'', ``NYSE Market'', ``NYSE Member'', ``NYSE MKT'', ``OTP 
Firm'', ``OTP Holder'' and ``U.S. Disqualified Person''.
     In Section 3.7, a provision calling for one board meeting 
to be held in Europe in each year is deleted for the reasons discussed 
above under ``Bylaws of ICE''.
     References to European filing requirements have been 
eliminated from Section 7.2.
     Section 12.4(c), applicable to records that relate to both 
a European Market Subsidiary and a U.S. Regulated Subsidiary, has been 
deleted for the reasons discussed above under ``Bylaws of ICE,'' 
Section 8.6.
     Section 16.3 itself is deleted for the reasons discussed 
under ``Certificate of Incorporation of ICE'' with reference to Art. 
XIII.
     The phrase ``or any European Market Subsidiary'' has been 
eliminated from Sections 9.1(a)(1) and 9.1(b)(1), in each case because 
the phrase refers to a term that is no longer used in the document.
    In each case, where a provision being eliminated falls within a 
numbered or lettered list, the subsequent numbers or letters, as the 
case may be, and related cross-references have been adjusted for 
continuity. In some cases where a list contains only a small number of 
items after eliminations, the number or lettering has been removed 
entirely.
    Other non-substantive conforming changes have been made as 
appropriate for clarity and consistency.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \14\ in general, and with Section 
6(b)(1) \15\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange. The European Provisions were 
implemented at a time when the Exchange was owned by a company with 
substantial holdings of non-U.S. securities exchanges, substantial non-
U.S. board representation, and explicit obligations on the part of its 
board to give due consideration to matters of non-U.S. law and the 
interests of non-U.S. stakeholders. In light of the elimination of 
these concerns and the concomitant voiding of the European Provisions, 
the Exchange believes that the proposed rule change is consistent with 
Section 6(b)(1).
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange also believes that this filing furthers the objectives 
of Section 6(b)(5) of the Exchange Act \16\ because

[[Page 28334]]

the proposed rule change would be consistent with and facilitate a 
governance and regulatory structure that 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 regulating, clearing, settling, processing 
information with respect to, and 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. The Exchange believes that 
elimination of the European Provisions (which by their terms are now 
void and of no further force and effect) will remove impediments to the 
operation of the Exchange by eliminating the potential for uncertainty 
among analysts and investors as to the practical implications of the 
European Provisions on the Exchange as a marketplace and as a 
significant asset of ICE if they remain in the Constituent Documents 
notwithstanding their vitiation by the Voiding Provisions. For the same 
reasons, the proposed rule change is also designed to protect investors 
as well as the public interest.
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    \16\ 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 Exchange Act. The proposed rule 
change would shorten and simplify the Constituent Documents and the ICE 
Directors Independence Policy without making any substantive changes, 
thereby enhancing their transparency. The proposed rule change would 
result in no concentration or other changes of ownership of exchanges.

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) of the Act \17\ and Rule 19b-4(f)(6) thereunder.\18\ 
Because the foregoing 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) become operative for 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, it has become effective pursuant to 
Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\19\
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and the text of the proposed rule change, 
at least five business days prior to the date of filing of the 
proposed rule change, or such shorter time as designated by the 
Commission. The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \20\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \21\ permits the 
Commission to 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. The Exchange 
notes that such waiver would accommodate the timing of the 
effectiveness under the Delaware General Corporation Law of the Second 
Amended and Restated Certificate of Incorporation of ICE, which the 
Exchange represents will be filed in Delaware upon approval by the 
stockholders of ICE at the annual meeting of stockholders scheduled for 
May 2015. The Exchange believes that waiving the 30-day operative delay 
would permit the modifications to occur at an earlier time and thereby 
reduce the potential for confusion among persons reading the 
Constituent Documents. The Commission believes that waiving the 30-day 
operative delay is consistent with the protection of investors and the 
public interest. Therefore, the Commission hereby waives the operative 
delay and designates the proposed rule change operative upon 
filing.\22\
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    \20\ 17 CFR 240.19b-4(f)(6).
    \21\ 17 CFR 240.19b-4(f)(6)(iii).
    \22\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the 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. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. 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 email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2015-18 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2015-18. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml.) Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 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-NYSE-2015-18, and should be 
submitted on or before June 8, 2015.


[[Page 28335]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-11870 Filed 5-15-15; 8:45 am]
 BILLING CODE 8011-01-P

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