Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change Relating to Senior Management Authority, 36639-36641 [2016-13316]
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Federal Register / Vol. 81, No. 109 / Tuesday, June 7, 2016 / Notices
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Notice of Filing of a Proposed Rule
Change Relating to Senior
Management Authority
the Board. There shall be a Trading
Permit Holders Subcommittee of the
Advisory Board consisting of all
members of the Advisory Board who are
Trading Permit Holders or persons
associated with Trading Permit Holders,
which shall act as the Representative
Director Nominating Body if and to the
extent required by these Bylaws.
*
*
*
*
*
June 1, 2016.
C2 Options Exchange, Incorporated
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77961; File No. SR–C2–
2016–005]
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 23,
2016, C2 Options Exchange,
Incorporated (the ‘‘Exchange’’ or ‘‘C2’’)
filed with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange seeks to amend its
Bylaws and Rules with respect to
delegations of certain authorities to
senior management. The text of the
proposed rule change is provided
below.
(additions are italicized; deletions are
[bracketed])
[FOURTH] FIFTH AMENDED AND
RESTATED
BYLAWS OF
C2 OPTIONS EXCHANGE,
INCORPORATED
*
*
*
asabaliauskas on DSK3SPTVN1PROD with NOTICES
ARTICLE VI
*
*
Advisory Board
Section 6.1. Advisory Board.
The Board will establish an Advisory
Board which shall advise the Board and
[the Office of the Chairman]
management regarding matters of
interest to Trading Permit Holders. It
shall consist of such number of
members as set by the Board from time
to time, including at least two members
who are Trading Permit Holders or
persons associated with Trading Permit
Holders. The Chief Executive Officer, or
his or her designee, shall be the
Chairman of the Advisory Board. The
members of the Advisory Board shall be
recommended by the Nominating and
Governance Committee for approval by
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Rules
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Table of Contents
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Chapter 16 Summary Suspension [by
Chairman of the Board or Vice
Chairman of the Board]
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Rule 6.33. Authority to Take Action
Under Emergency Conditions
The [Chairman of the Board] Chief
Executive Officer, the President or such
other person or persons as may be
designated by the Board shall have the
power to halt or suspend trading in
some or all securities traded on the
Exchange, to close some or all Exchange
facilities, to determine the duration of
any such halt, suspension or closing, to
take one or more of the actions
permitted to be taken by any person or
body of the Exchange under Exchange
rules, or to take any other action
deemed to be necessary or appropriate
for the maintenance of a fair and orderly
market or the protection of investors, or
otherwise in the public interest, due to
emergency conditions or extraordinary
circumstances, such as (1) actual or
threatened physical danger, severe
climatic conditions, natural disaster,
civil unrest, terrorism, acts of war, or
loss or interruption of facilities utilized
by the Exchange, or (2) a request by a
governmental agency or official, or (3) a
period of mourning or recognition for a
person or event. The person taking the
action shall notify the Board of actions
taken pursuant to this Rule, except for
a period of mourning or recognition for
a person or event, as soon thereafter as
is feasible.
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*
The text of the proposed rule change
is also available on the Exchange’s Web
site (https://www.c2exchange.com/
Legal/), at the Exchange’s Office of the
Secretary, and at the Commission’s
Public Reference Room.
PO 00000
Frm 00124
Fmt 4703
Sfmt 4703
36639
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
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 aspects 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 proposes to amend its
Bylaws and Rules as it relates to certain
references to senior management. The
Exchange notes that historically, the C2
Chairman of the Board also held the title
of Chief Executive Officer (‘‘CEO’’).
Currently, however, the roles of
Chairman of the Board, CEO, and
President are now occupied by three
different individuals. As such, the
Exchange has conducted a review of its
rules relating to the authorities
delegated to senior management and
seeks to make changes to its rules to
more accurately reflect its senior
management structure.
First, the Exchange proposes to
amend section 6.1. (Advisory Board), of
the Exchange’s Bylaws. Section 6.1
currently provides that the Board will
establish an Advisory Board which shall
advise the Board and the Office of the
Chairman regarding matters of interest
to Trading Permit Holders (‘‘TPHs’’).
The Exchange notes that the Advisory
Board’s Charter however, provides that
the Advisory Board shall advise the
Board and ‘‘management’’ regarding
matters of interest to TPHs. In order to
conform the language in section 6.1 to
the Advisory Board Charter, the
Exchange proposes to replace the
reference to ‘‘Office of the Chairman’’
with ‘‘management’’. The Exchange
believes the proposed change would
alleviate confusion and maintain
consistency between the Exchange’s
governance documents. Additionally,
the title of the Bylaws would be
changed to Fifth Amended and Restated
Bylaws of C2.
Next, the Exchange proposes to
amend the title of chapter 16 in the C2
Rule’s Table of Contents. Currently, the
title of chapter 16 is ‘‘Summary
Suspension by Chairman of the Board or
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36640
Federal Register / Vol. 81, No. 109 / Tuesday, June 7, 2016 / Notices
Vice Chairman of the Board.’’ The
Exchange notes that rules contained
within CBOE chapter XVI are
incorporated into C2’s chapter 16. CBOE
Chapter 16 currently provides that the
Chairman of the Board or President may
summarily suspend a TPH and limit or
prohibit any person with respect to
access to services offered by the
Exchange. The Exchange notes however,
that CBOE is concurrently proposing to
amend its rules to provide that the CEO
(rather than Chairman) or President may
summarily suspend a TPH.3
Additionally, the Exchange notes that it
no longer maintains the role of Vice
Chairman of the Board. As such, the
Exchange proposes to amend the
chapter 16 title to simply state
‘‘Summary Suspension’’ to avoid
confusion and maintain clarity in the
rules.
Lastly, the Exchange proposes to
amend Rule 6.33 (Authority to Take
Action Under Emergency Conditions).
Rule 6.33 currently provides that the
Chairman of the Board, the President or
such other person or persons as may be
designated by the Board shall have the
power to halt or suspend trading in
some or all securities traded on the
Exchange, to close some or all Exchange
facilities, to determine the duration of
any such halt, suspension or closing, to
take one or more of the actions
permitted to be taken by any person or
body of the Exchange under Exchange
rules, or to take any other action
deemed to be necessary or appropriate
for the maintenance of a fair and orderly
market or the protection of investors, or
otherwise in the public interest, due to
emergency conditions or extraordinary
circumstances. The Exchange notes that
the CEO’s responsibility is that of
general charge and supervision of the
business of the Corporation,4 whereas
the Chairman of the Board’s
responsibility is that of the presiding
officer at all meetings of the Board and
stockholders, as well as of other powers
and duties as are delegated to him or her
by the Board.5 The Exchange believes
the responsibilities currently delegated
to the Chairman of the Board under Rule
6.33 pertains to the general charge and
supervision of the Exchange’s business
and therefor fall within the scope of the
CEO’s stated responsibilities, instead of
the Chairman’s. Accordingly, the
Exchange proposes to eliminate the
reference to ‘‘Chairman of the Board’’
and replace with ‘‘Chief Executive
Officer.’’
SR–CBOE–2016–047.
Section 5.2 of the Bylaws.
5 See Section 3.6 of the Bylaws.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
section 6(b) of the Act.6 Specifically, the
Exchange believes the proposed rule
change is consistent with the section
6(b)(5) 7 requirements that the rules of
an exchange be 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.
Additionally, the Exchange believes the
proposed rule change is consistent with
the section 6(b)(5) 8 requirement that the
rules of an exchange not be designed to
permit unfair discrimination between
customers, issuers, brokers, or dealers.
In particular, the proposed rule
changes will more accurately reflect the
current management structure and
ensure that rules relating to senior
management authority are clear and
transparent, which reduces confusion,
thereby removing impediments to, and
perfecting the mechanism for a free and
open market and a national market
system, and, in general, protecting
investors and the public interest of
market participants.
In particular, the Exchange believes
the proposed change to section 6.1 of
C2’s Bylaws eliminates an outdated and
potentially confusing term (i.e., Office of
the Chairman) and conforms the
language to the C2 Advisory Board
Charter, thereby reducing confusion,
which removes impediments to, and
perfects the mechanism for a free and
open market and a national market
system, and, in general, protects
investors and the public interest of
market participants. The Exchange
believes the proposal to transfer the
authorities under Rule 6.33 from the
Chairman of the Board to the CEO is
appropriate and protects investors and
the public interest of market participant
[sic] as those authorities relate to the
general charge and supervision of the
Exchange business, which responsibility
is delegated to the CEO. Additionally,
the Exchange notes that while
3 See
6 15
4 See
7 15
VerDate Sep<11>2014
19:13 Jun 06, 2016
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
8 Id.
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Frm 00125
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delegation of the authority is being
modified, the substantive practices of
the Exchange will remain the same. The
Exchange believes renaming the chapter
16 title alleviates confusion in light of
CBOE’s concurrent proposed rule
change to chapter 16 and also in light
of the fact that it currently references a
role no longer used (i.e., Vice
Chairman).
B. Self-Regulatory Organization’s
Statement on Burden on Competition
C2 does not believe that the proposed
rule change will impose any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act. The Exchange does
not believe that the proposed rule
change imposes any burden on
intramarket competition because it
applies to all TPHs and is not designed
to address any competitive issues.
Additionally, as noted above, while the
delegation of authority is being
modified, the substantive practices of
the Exchange will remain the same. C2
does not believe that the proposed rule
change will impose any burden on
intermarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act because the
proposed rule change merely relates to
the delegation of authorities to senior
management and only affects C2.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the Exchange consents, the Commission
will:
A. by order approve or disapprove
such proposed rule change, or
B. institute proceedings to determine
whether the proposed rule change
should be 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.
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36641
Federal Register / Vol. 81, No. 109 / Tuesday, June 7, 2016 / Notices
Comments may be submitted by any of
the following methods:
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
Sunshine Act Meeting
• 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–
C2–2016–005 on the subject line.
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a closed meeting
on Thursday, June 9, 2016 at 2 p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the closed meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or her designee, has
certified that, in her opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (a)(5), (a)(7),
(a)(9)(ii) and (a)(10), permit
consideration of the scheduled matter at
the closed meeting.
Commissioner Piwowar, as duty
officer, voted to consider the items
listed for the closed meeting in closed
session.
The subject matter of the closed
meeting will be:
Settlement of injunctive actions;
Institution and settlement of
administrative proceedings;
Adjudicatory matters;
Opinion; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact Brent J. Fields from the Office of
the Secretary at (202) 551–5400.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
asabaliauskas on DSK3SPTVN1PROD with NOTICES
All submissions should refer to File
Number SR–C2–2016–005. 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–C2–
2016–005, and should be submitted on
or before June 28, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Brent J. Fields,
Secretary.
[FR Doc. 2016–13316 Filed 6–6–16; 8:45 am]
19:13 Jun 06, 2016
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77962; File No. SR–CBOE–
2016–047]
Self-Regulatory Organizations;
Chicago Board Options Exchange,
Incorporated; Notice of Filing of a
Proposed Rule Change Relating to
Senior Management Authority
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
[FR Doc. 2016–13478 Filed 6–3–16; 11:15 am]
June 1, 2016.
BILLING CODE 8011–01–P
9 17
Dated: June 2, 2016.
Brent J. Fields,
Secretary.
Jkt 238001
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(‘‘Act’’) 1, and Rule 19b–4 thereunder,2
notice is hereby given that on May 23,
2016, Chicago Board Options Exchange,
Incorporated (the ‘‘Exchange’’ or
‘‘CBOE’’) filed with the Securities and
Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange seeks to amend its
Bylaws and Rules with respect to
delegations of certain authorities to
senior management. The text of the
proposed rule change is provided
below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
[SIXTH] SEVENTH AMENDED AND
RESTATED
BYLAWS OF
CHICAGO BOARD OPTIONS
EXCHANGE, INCORPORATED
*
*
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ARTICLE VI
*
*
Advisory Board
Section 6.1. Advisory Board.
The Board will establish an Advisory
Board which shall advise the Board and
[the Office of the Chairman]
management regarding matters of
interest to Trading Permit Holders. It
shall consist of such number of
members as set by the Board from time
to time, including at least two members
who are Trading Permit Holders or
persons associated with Trading Permit
Holders. The Chief Executive Officer, or
his or her designee, shall be the
Chairman of the Advisory Board. The
members of the Advisory Board shall be
recommended by the Nominating and
Governance Committee for approval by
the Board. There shall be a Trading
Permit Holders Subcommittee of the
Advisory Board consisting of all
members of the Advisory Board who are
Trading Permit Holders or persons
associated with Trading Permit Holders,
which shall act as the Representative
Director Nominating Body if and to the
extent required by these Bylaws.
*
*
*
*
*
1 15
2 17
E:\FR\FM\07JNN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
07JNN1
]]>Agencies
[Federal Register Volume 81, Number 109 (Tuesday, June 7, 2016)]
[Notices]
[Pages 36639-36641]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-13316]
[[Page 36639]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-77961; File No. SR-C2-2016-005]
Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Notice of Filing of a Proposed Rule Change Relating to Senior
Management Authority
June 1, 2016.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on May 23, 2016, C2 Options Exchange, Incorporated (the ``Exchange'' or
``C2'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. 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\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange seeks to amend its Bylaws and Rules with respect to
delegations of certain authorities to senior management. The text of
the proposed rule change is provided below.
(additions are italicized; deletions are [bracketed])
[FOURTH] FIFTH AMENDED AND RESTATED
BYLAWS OF
C2 OPTIONS EXCHANGE, INCORPORATED
* * * * *
ARTICLE VI Advisory Board
Section 6.1. Advisory Board.
The Board will establish an Advisory Board which shall advise the
Board and [the Office of the Chairman] management regarding matters of
interest to Trading Permit Holders. It shall consist of such number of
members as set by the Board from time to time, including at least two
members who are Trading Permit Holders or persons associated with
Trading Permit Holders. The Chief Executive Officer, or his or her
designee, shall be the Chairman of the Advisory Board. The members of
the Advisory Board shall be recommended by the Nominating and
Governance Committee for approval by the Board. There shall be a
Trading Permit Holders Subcommittee of the Advisory Board consisting of
all members of the Advisory Board who are Trading Permit Holders or
persons associated with Trading Permit Holders, which shall act as the
Representative Director Nominating Body if and to the extent required
by these Bylaws.
* * * * *
C2 Options Exchange, Incorporated
Rules
* * * * *
Table of Contents
* * * * *
Chapter 16 Summary Suspension [by Chairman of the Board or Vice
Chairman of the Board]
* * * * *
Rule 6.33. Authority to Take Action Under Emergency Conditions
The [Chairman of the Board] Chief Executive Officer, the President
or such other person or persons as may be designated by the Board shall
have the power to halt or suspend trading in some or all securities
traded on the Exchange, to close some or all Exchange facilities, to
determine the duration of any such halt, suspension or closing, to take
one or more of the actions permitted to be taken by any person or body
of the Exchange under Exchange rules, or to take any other action
deemed to be necessary or appropriate for the maintenance of a fair and
orderly market or the protection of investors, or otherwise in the
public interest, due to emergency conditions or extraordinary
circumstances, such as (1) actual or threatened physical danger, severe
climatic conditions, natural disaster, civil unrest, terrorism, acts of
war, or loss or interruption of facilities utilized by the Exchange, or
(2) a request by a governmental agency or official, or (3) a period of
mourning or recognition for a person or event. The person taking the
action shall notify the Board of actions taken pursuant to this Rule,
except for a period of mourning or recognition for a person or event,
as soon thereafter as is feasible.
* * * * *
The text of the proposed rule change is also available on the
Exchange's Web site (https://www.c2exchange.com/Legal/ Legal/), at the
Exchange's Office of the Secretary, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these 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 aspects 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 proposes to amend its Bylaws and Rules as it relates
to certain references to senior management. The Exchange notes that
historically, the C2 Chairman of the Board also held the title of Chief
Executive Officer (``CEO''). Currently, however, the roles of Chairman
of the Board, CEO, and President are now occupied by three different
individuals. As such, the Exchange has conducted a review of its rules
relating to the authorities delegated to senior management and seeks to
make changes to its rules to more accurately reflect its senior
management structure.
First, the Exchange proposes to amend section 6.1. (Advisory
Board), of the Exchange's Bylaws. Section 6.1 currently provides that
the Board will establish an Advisory Board which shall advise the Board
and the Office of the Chairman regarding matters of interest to Trading
Permit Holders (``TPHs''). The Exchange notes that the Advisory Board's
Charter however, provides that the Advisory Board shall advise the
Board and ``management'' regarding matters of interest to TPHs. In
order to conform the language in section 6.1 to the Advisory Board
Charter, the Exchange proposes to replace the reference to ``Office of
the Chairman'' with ``management''. The Exchange believes the proposed
change would alleviate confusion and maintain consistency between the
Exchange's governance documents. Additionally, the title of the Bylaws
would be changed to Fifth Amended and Restated Bylaws of C2.
Next, the Exchange proposes to amend the title of chapter 16 in the
C2 Rule's Table of Contents. Currently, the title of chapter 16 is
``Summary Suspension by Chairman of the Board or
[[Page 36640]]
Vice Chairman of the Board.'' The Exchange notes that rules contained
within CBOE chapter XVI are incorporated into C2's chapter 16. CBOE
Chapter 16 currently provides that the Chairman of the Board or
President may summarily suspend a TPH and limit or prohibit any person
with respect to access to services offered by the Exchange. The
Exchange notes however, that CBOE is concurrently proposing to amend
its rules to provide that the CEO (rather than Chairman) or President
may summarily suspend a TPH.\3\ Additionally, the Exchange notes that
it no longer maintains the role of Vice Chairman of the Board. As such,
the Exchange proposes to amend the chapter 16 title to simply state
``Summary Suspension'' to avoid confusion and maintain clarity in the
rules.
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\3\ See SR-CBOE-2016-047.
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Lastly, the Exchange proposes to amend Rule 6.33 (Authority to Take
Action Under Emergency Conditions). Rule 6.33 currently provides that
the Chairman of the Board, the President or such other person or
persons as may be designated by the Board shall have the power to halt
or suspend trading in some or all securities traded on the Exchange, to
close some or all Exchange facilities, to determine the duration of any
such halt, suspension or closing, to take one or more of the actions
permitted to be taken by any person or body of the Exchange under
Exchange rules, or to take any other action deemed to be necessary or
appropriate for the maintenance of a fair and orderly market or the
protection of investors, or otherwise in the public interest, due to
emergency conditions or extraordinary circumstances. The Exchange notes
that the CEO's responsibility is that of general charge and supervision
of the business of the Corporation,\4\ whereas the Chairman of the
Board's responsibility is that of the presiding officer at all meetings
of the Board and stockholders, as well as of other powers and duties as
are delegated to him or her by the Board.\5\ The Exchange believes the
responsibilities currently delegated to the Chairman of the Board under
Rule 6.33 pertains to the general charge and supervision of the
Exchange's business and therefor fall within the scope of the CEO's
stated responsibilities, instead of the Chairman's. Accordingly, the
Exchange proposes to eliminate the reference to ``Chairman of the
Board'' and replace with ``Chief Executive Officer.''
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\4\ See Section 5.2 of the Bylaws.
\5\ See Section 3.6 of the Bylaws.
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2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of section 6(b) of the Act.\6\ Specifically, the
Exchange believes the proposed rule change is consistent with the
section 6(b)(5) \7\ requirements that the rules of an exchange be
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. Additionally,
the Exchange believes the proposed rule change is consistent with the
section 6(b)(5) \8\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
\8\ Id.
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In particular, the proposed rule changes will more accurately
reflect the current management structure and ensure that rules relating
to senior management authority are clear and transparent, which reduces
confusion, thereby removing impediments to, and perfecting the
mechanism for a free and open market and a national market system, and,
in general, protecting investors and the public interest of market
participants.
In particular, the Exchange believes the proposed change to section
6.1 of C2's Bylaws eliminates an outdated and potentially confusing
term (i.e., Office of the Chairman) and conforms the language to the C2
Advisory Board Charter, thereby reducing confusion, which removes
impediments to, and perfects the mechanism for a free and open market
and a national market system, and, in general, protects investors and
the public interest of market participants. The Exchange believes the
proposal to transfer the authorities under Rule 6.33 from the Chairman
of the Board to the CEO is appropriate and protects investors and the
public interest of market participant [sic] as those authorities relate
to the general charge and supervision of the Exchange business, which
responsibility is delegated to the CEO. Additionally, the Exchange
notes that while delegation of the authority is being modified, the
substantive practices of the Exchange will remain the same. The
Exchange believes renaming the chapter 16 title alleviates confusion in
light of CBOE's concurrent proposed rule change to chapter 16 and also
in light of the fact that it currently references a role no longer used
(i.e., Vice Chairman).
B. Self-Regulatory Organization's Statement on Burden on Competition
C2 does not believe that the proposed rule change will impose any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange does not believe
that the proposed rule change imposes any burden on intramarket
competition because it applies to all TPHs and is not designed to
address any competitive issues. Additionally, as noted above, while the
delegation of authority is being modified, the substantive practices of
the Exchange will remain the same. C2 does not believe that the
proposed rule change will impose any burden on intermarket competition
that is not necessary or appropriate in furtherance of the purposes of
the Act because the proposed rule change merely relates to the
delegation of authorities to senior management and only affects C2.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
A. by order approve or disapprove such proposed rule change, or
B. institute proceedings to determine whether the proposed rule
change should be 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.
[[Page 36641]]
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-C2-2016-005 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-C2-2016-005. 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-C2-2016-005, and should be
submitted on or before June 28, 2016.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-13316 Filed 6-6-16; 8:45 am]
BILLING CODE 8011-01-P
