Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Independence Policy of the Board of Directors of the Exchange, 24842-24843 [2019-11107]

Download as PDF 24842 Federal Register / Vol. 84, No. 103 / Wednesday, May 29, 2019 / Notices A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change SECURITIES AND EXCHANGE COMMISSION [Release No. 34–85919; File No. SR– NYSEAMER–2019–20] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Independence Policy of the Board of Directors of the Exchange May 22, 2019. 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 13, 2019, NYSE American LLC (‘‘NYSE American’’ or the ‘‘Exchange’’) 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 filed the proposal as a ‘‘noncontroversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. khammond on DSKBBV9HB2PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the Independence Policy of the Board of Directors of the Exchange (‘‘Independence Policy’’) by removing obsolete and unused references and making other non-substantive changes. The proposed rule change is available on the Exchange’s website 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. 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 2 17 VerDate Sep<11>2014 17:45 May 28, 2019 Jkt 247001 1. Purpose The Exchange proposes to amend the Independence Policy by removing obsolete and unused references and making other non-substantive changes. Pursuant to rule changes, the Exchange no longer has allied members 5 and NYSE Arca, Inc. (‘‘NYSE Arca’’) no longer has allied persons.6 Accordingly, the Exchange proposes to delete the obsolete references to allied members and allied persons in the Independence Policy. Specifically, it proposes to: • Delete the following text from category 1(b) of ‘‘Independence Qualifications’’: ‘‘ ‘allied members’ (as defined in Rule 23 of NYSE American LLC), ‘allied persons’ (as defined in Rule 1.1(b) of NYSE Arca, Inc.’’; and • Delete the references to allied members and allied persons from the title ‘‘Members, Allied Members, Allied Persons and Approved Persons’’ and the accompanying paragraph. The Exchange proposes to revise statement 5 under ‘‘Independence Qualifications’’ to delete the references to NYSE Arca and the Chicago Stock Exchange, Inc. (now NYSE Chicago, Inc. (‘‘NYSE Chicago’’)), as under the proposed changes they are not referenced by name elsewhere in the text.7 The Exchange would add ‘‘or’’ before ‘‘NYSE National, Inc.’’ In a non-substantive administrative change, the Exchange proposes to add the title ‘‘Approval and Adoption’’ and a sentence setting forth the dates that the Board of Directors of the Exchange approved and adopted the Independence Policy and the date it became effective. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act 8 in general, and with Section 6(b)(5) in 5 See Securities Exchange Act Release No. 84724 (December 6, 2018), 83 FR 63969 (December 12, 2018) (SR–NYSEAMER–2018–54) (notice of filing and immediate effectiveness of proposed amendments to the Exchange rules to delete references to the term ‘‘Allied Member’’). 6 See Securities Exchange Act Release No. 84857 (December 19, 2018), 83 FR 66824 (December 27, 2018) (SR–NYSEARCA–2018–97) (notice of filing and immediate effectiveness of proposed amendments to delete references to the term ‘‘Allied Person’’ from the NYSE Arca rules). 7 Each of NYSE Arca and NYSE Chicago would continue to be an ‘‘Exchange’’ as defined in the Independence Policy under ‘‘Purpose.’’ 8 15 U.S.C. 78f(b). PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 particular,9 because the proposed rule change would be consistent with and facilitate a governance and regulatory structure that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The Exchange believes that the proposed change would remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, protect investors and the public interest because the changes would remove obsolete references to allied persons and allied members, thereby adding clarity and transparency to the Independence Policy by removing any confusion that may result if the Independence Policy retained such obsolete references. Similarly, it would make the Independence Policy more consistent with the rules of the Exchange and NYSE Arca, thereby ensuring that persons subject to the Exchange’s jurisdiction, regulators, and the investing public can more easily navigate and understand the Independence Policy. The Exchange believes that the proposed amendments to the Independence Policy would remove impediments to and perfect the mechanism of a free and open market and a national market system by adding clarity and transparency to the Independence Policy through removing unused references to NYSE Arca and NYSE Chicago. Each of NYSE Arca and NYSE Chicago would continue to be an ‘‘Exchange’’ as defined in the Independence Policy under ‘‘Purpose.’’ Similarly, the Exchange believes that adding the date on which the Independence Policy was approved and adopted and the date on which it became effective would add clarity and transparency to the Independence Policy. The Exchange further believes that market participants would benefit from the increased clarity, thereby reducing potential confusion. 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. 9 15 U.S.C. 78f(b)(5). E:\FR\FM\29MYN1.SGM 29MYN1 Federal Register / Vol. 84, No. 103 / Wednesday, May 29, 2019 / Notices The proposed rule change is not intended to address competitive issues but rather is concerned solely with amending the Independence Policy to remove obsolete references and make other non-substantive changes. 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 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 after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to 19(b)(3)(A) of the Act 10 and Rule 19b–4(f)(6) 11 thereunder. 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 khammond on DSKBBV9HB2PROD with NOTICES • 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– NYSEAMER–2019–020 on the subject line. 10 15 U.S.C. 78s(b)(3)(A). 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file 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. VerDate Sep<11>2014 17:45 May 28, 2019 Jkt 247001 Paper Comments 24843 This meeting will be closed to the public. MATTERS TO BE CONSIDERED: 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. In the event that the time, date, or location of this meeting changes, an announcement of the change, along with the new time, date, and/or place of the meeting will be posted on the Commission’s website at https:// www.sec.gov. The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) and (10) and 17 CFR 200.402(a)(3), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and (a)(10), permit consideration of the scheduled matters at the closed meeting. The subject matters of the closed meeting will consist of the following topics: STATUS: • 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–NYSEAMER–2019–020. 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 website (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 website 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSEAMER–2019–020 and should be submitted on or before June 19, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Eduardo A. Aleman, Deputy Secretary. Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings; Consideration of amicus participation; Resolution of litigation claims; and Other matters relating to enforcement proceedings. At times, changes in Commission priorities require alterations in the scheduling of meeting agenda items that may consist of adjudicatory, examination, litigation, or regulatory matters. CONTACT PERSON FOR MORE INFORMATION: For further information; please contact Vanessa A. Countryman from the Office of the Secretary at (202) 551–5400. Dated: May 23, 2019. Vanessa A. Countryman, Acting Secretary. [FR Doc. 2019–11239 Filed 5–24–19; 11:15 am] BILLING CODE 8011–01–P [FR Doc. 2019–11107 Filed 5–28–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meetings TIME AND DATE: 1:00 p.m. on Thursday, May 30, 2019. The meeting will be held at the Commission’s headquarters, 100 F Street NE, Washington, DC 20549. PLACE: 12 17 PO 00000 CFR 200.30–3(a)(12). Frm 00102 Fmt 4703 Sfmt 4703 [Release No. 34–85920; File No. SR– PEARL–2019–19] Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange Rule 515, Execution of Orders May 22, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 E:\FR\FM\29MYN1.SGM 29MYN1

Agencies

[Federal Register Volume 84, Number 103 (Wednesday, May 29, 2019)]
[Notices]
[Pages 24842-24843]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-11107]



[[Page 24842]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85919; File No. SR-NYSEAMER-2019-20]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
Independence Policy of the Board of Directors of the Exchange

May 22, 2019.
    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 13, 2019, NYSE American LLC (``NYSE American'' or the 
``Exchange'') 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 
filed the proposal as a ``non-controversial'' proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Independence Policy of the Board 
of Directors of the Exchange (``Independence Policy'') by removing 
obsolete and unused references and making other non-substantive 
changes. The proposed rule change is available on the Exchange's 
website 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Independence Policy by removing 
obsolete and unused references and making other non-substantive 
changes.
    Pursuant to rule changes, the Exchange no longer has allied members 
\5\ and NYSE Arca, Inc. (``NYSE Arca'') no longer has allied 
persons.\6\ Accordingly, the Exchange proposes to delete the obsolete 
references to allied members and allied persons in the Independence 
Policy. Specifically, it proposes to:
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 84724 (December 6, 
2018), 83 FR 63969 (December 12, 2018) (SR-NYSEAMER-2018-54) (notice 
of filing and immediate effectiveness of proposed amendments to the 
Exchange rules to delete references to the term ``Allied Member'').
    \6\ See Securities Exchange Act Release No. 84857 (December 19, 
2018), 83 FR 66824 (December 27, 2018) (SR-NYSEARCA-2018-97) (notice 
of filing and immediate effectiveness of proposed amendments to 
delete references to the term ``Allied Person'' from the NYSE Arca 
rules).
---------------------------------------------------------------------------

     Delete the following text from category 1(b) of 
``Independence Qualifications'': `` `allied members' (as defined in 
Rule 23 of NYSE American LLC), `allied persons' (as defined in Rule 
1.1(b) of NYSE Arca, Inc.''; and
     Delete the references to allied members and allied persons 
from the title ``Members, Allied Members, Allied Persons and Approved 
Persons'' and the accompanying paragraph.
    The Exchange proposes to revise statement 5 under ``Independence 
Qualifications'' to delete the references to NYSE Arca and the Chicago 
Stock Exchange, Inc. (now NYSE Chicago, Inc. (``NYSE Chicago'')), as 
under the proposed changes they are not referenced by name elsewhere in 
the text.\7\ The Exchange would add ``or'' before ``NYSE National, 
Inc.''
---------------------------------------------------------------------------

    \7\ Each of NYSE Arca and NYSE Chicago would continue to be an 
``Exchange'' as defined in the Independence Policy under 
``Purpose.''
---------------------------------------------------------------------------

    In a non-substantive administrative change, the Exchange proposes 
to add the title ``Approval and Adoption'' and a sentence setting forth 
the dates that the Board of Directors of the Exchange approved and 
adopted the Independence Policy and the date it became effective.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(5) in particular,\9\ because the proposed rule change would be 
consistent with and facilitate a governance and regulatory structure 
that it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system and, 
in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, protect investors and the 
public interest because the changes would remove obsolete references to 
allied persons and allied members, thereby adding clarity and 
transparency to the Independence Policy by removing any confusion that 
may result if the Independence Policy retained such obsolete 
references. Similarly, it would make the Independence Policy more 
consistent with the rules of the Exchange and NYSE Arca, thereby 
ensuring that persons subject to the Exchange's jurisdiction, 
regulators, and the investing public can more easily navigate and 
understand the Independence Policy.
    The Exchange believes that the proposed amendments to the 
Independence Policy would remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
adding clarity and transparency to the Independence Policy through 
removing unused references to NYSE Arca and NYSE Chicago. Each of NYSE 
Arca and NYSE Chicago would continue to be an ``Exchange'' as defined 
in the Independence Policy under ``Purpose.'' Similarly, the Exchange 
believes that adding the date on which the Independence Policy was 
approved and adopted and the date on which it became effective would 
add clarity and transparency to the Independence Policy. The Exchange 
further believes that market participants would benefit from the 
increased clarity, thereby reducing potential confusion.

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.

[[Page 24843]]

The proposed rule change is not intended to address competitive issues 
but rather is concerned solely with amending the Independence Policy to 
remove obsolete references and make other non-substantive changes.

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

    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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) \11\ 
thereunder.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.
---------------------------------------------------------------------------

    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 [email protected]. Please include 
File Number SR-NYSEAMER-2019-020 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-NYSEAMER-2019-020. 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 website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEAMER-2019-020 and should be 
submitted on or before June 19, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-11107 Filed 5-28-19; 8:45 am]
 BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.