Sunshine Act Meetings, 39028-39029 [2019-17103]
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Federal Register / Vol. 84, No. 153 / Thursday, August 8, 2019 / Notices
jbell on DSK3GLQ082PROD with NOTICES
consistent with Section 17A(b)(3)(F) of
the Act.
(B) Clearing Agency’s Statement on
Burden on Competition
DTC believes the proposed changes
could burden competition. This is
because by implementing the Night
Batch Process, Participants would no
longer be able to use IMS to direct the
prioritization of the processing of their
transactions in the Night Cycle. DTC
does not believe any burden on
competition presented by the proposal
would be significant, because the
benefit that would be realized from the
processing of a higher percentage of
transactions during the Night Cycle
through the optimized process
described above would offset the burden
of a Participant not being able to
determine the order of processing on its
own, and therefore render as
insignificant any residual burden of a
Participant no longer being able to use
IMS to direct prioritization of
transactions.
DTC believes any burden on
competition that is created by these
proposed changes would be necessary
and appropriate in furtherance of the
purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.29
The proposed changes to implement
the Night Batch Process would be
necessary in furtherance of the purposes
of the Act because the Rules must be
designed to promote the prompt and
accurate clearance and settlement of
Securities transactions.30 As described
above, DTC believes that the proposed
changes would promote the prompt and
accurate clearance and settlement of
Securities transactions by maximizing
the number of settled transactions
during the Night Cycle. As such, DTC
believes these proposed changes would
be necessary in furtherance of the
purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.31
DTC believes any burden on
competition that is created by the
proposed changes to implement the
Night Batch Process would also be
appropriate in furtherance of the
purposes of the Act. The proposed
changes would enable DTC to optimize
the available Securities positions and
their settlement order. Having the
ability to optimize the available
Securities positions and their settlement
order would help DTC to maximize the
number of settled transactions during
the Night Cycle. As such, DTC believes
these proposed changes would be
29 15
U.S.C. 78q–1(b)(3)(I).
U.S.C. 78q–1(b)(3)(F).
31 15 U.S.C. 78q–1(b)(3)(I).
appropriate in furtherance of the
purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.32
(C) Clearing Agency’s Statement on
Comments on the Proposed Rule
Change Received From Members,
Participants, or Others
Written comments relating to this
proposed rule change have not been
solicited or received. DTC will notify
the Commission of any written
comments received by DTC.
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 self-regulatory organization
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.
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–
DTC–2019–005 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549.
All submissions should refer to File
Number SR–DTC–2019–005. 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 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 DTC and on DTCC’s website
(https://dtcc.com/legal/sec-rulefilings.aspx). 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–DTC–
2019–005 and should be submitted on
or before August 29, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.33
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–16939 Filed 8–7–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
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 Small Business
Capital Formation Advisory Committee
will hold a public meeting on Tuesday
August 13, 2019, at 9:30 a.m. (CT)
PLACE: The meeting will be held at
Creighton University, in The President’s
Fitzgerald Boardroom on the fourth
floor of the Mike and Josie Harper
Center, located at 602 North 20th Street,
Omaha, Nebraska 68178.
STATUS: The meeting will be open to the
public. Seating will be on a first-come,
first-served basis. The meeting will be
webcast on the Commission’s website at
www.sec.gov.
MATTERS TO BE CONSIDERED: On July 9,
2019, the Commission issued a press
release indicating where the meeting
would be held and that it would open
TIME AND DATE:
30 15
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CFR 200.30–3(a)(12).
08AUN1
Federal Register / Vol. 84, No. 153 / Thursday, August 8, 2019 / Notices
to the public. On August 2, 2019, the
Commission published notice of the
Committee meeting (Release No. 33–
10666), indicating that the meeting is
open to the public and inviting the
public to submit written comments to
the Committee. This Sunshine Act
notice is being issued because a majority
of the Commission may attend the
meeting.
The agenda for the meeting includes
matters relating to rules and regulations
affecting small and emerging companies
under the federal securities laws.
CONTACT PERSON FOR MORE INFORMATION:
For further information, please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Dated: August 6, 2019.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2019–17103 Filed 8–6–19; 4:15 pm]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86558; File No. SR–FINRA–
2019–022]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a
Proposed Rule Change To Amend
FINRA Rule 5130 (Restrictions on the
Purchase and Sale of Initial Equity
Public Offerings) and FINRA Rule 5131
(New Issue Allocations and
Distributions)
August 2, 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 July 26,
2019, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III below, which Items have been
prepared by FINRA. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend FINRA
Rule 5130 (Restrictions on the Purchase
and Sale of Initial Equity Public
Offerings) and FINRA Rule 5131 (New
Issue Allocations and Distributions) to
exempt additional persons from the
scope of the rules, modify current
exemptions to enhance regulatory
consistency, address unintended
operational impediments and exempt
certain types of offerings from the scope
of the rules.
Specifically, the proposed rule change
would: (1) Incorporate the definitions of
‘‘family member’’ and ‘‘family client’’
under the Investment Advisers Act of
1940 (‘‘Advisers Act’’)3 and the rules
promulgated thereunder 4 into the
definition of ‘‘family investment
vehicle’’ under FINRA Rule 5130(i)(4);
(2) exclude sovereign entities that own
broker-dealers from the categories of
restricted persons under FINRA Rule
5130(i)(10)(E); (3) exempt foreign
employee retirement benefits plans that
meet specified conditions from FINRA
Rules 5130 and 5131(b) (Spinning); (4)
provide alternative conditions for
satisfying the foreign investment
company exemption under FINRA Rule
5130(c)(6); (5) exclude offerings that are
conducted pursuant to Regulation S
under the Securities Act of 1933
(‘‘Securities Act’’) 5 and other offerings
outside of the United States and its
territories from the definition of ‘‘new
issue’’ in FINRA Rules 5130 and 5131;
(6) align FINRA Rule 5130(d) (IssuerDirected Securities) with a similar
provision in FINRA Rule 5131.01 (Issuer
Directed Allocations); (7) exclude
unaffiliated charitable organizations
from the definition of ‘‘covered nonpublic company’’ in FINRA Rule
5131(e)(3); and (8) add an anti-dilution
provision for purposes of FINRA Rule
5131(b), similar to the provision in
FINRA Rule 5130(e) (Anti-Dilution
Provisions).
The text of the proposed rule change
is available on FINRA’s website at
https://www.finra.org, at the principal
office of FINRA 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,
FINRA 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. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
3 15
U.S.C. 80b–2(a)(11)(G).
CFR 275.202(a)(11)(G)–1.
5 17 CFR 230.901, et seq.
1 15
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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39029
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
FINRA Rule 5130 protects the
integrity of the public offering process
by ensuring that: (1) Members make
bona fide public offerings of securities
at the offering price; (2) members do not
withhold securities in a public offering
for their own benefit or use such
securities to reward persons who are in
a position to direct future business to
members; and (3) industry insiders,
including members and their associated
persons, do not take advantage of their
insider position to purchase new
issues 6 for their own benefit at the
expense of public customers. Paragraph
(a) of Rule 5130 provides that, except as
otherwise permitted under the rule: (1)
A member (or an associated person) may
not sell a new issue to an account in
which a restricted person 7 has a
beneficial interest; 8 (2) a member (or an
associated person) may not purchase a
new issue in any account in which such
member or associated person has a
beneficial interest; and (3) a member
may not continue to hold new issues
acquired as an underwriter, selling
group member, or otherwise.
FINRA Rule 5131 addresses abuses in
the allocation and distribution of new
issues. Among other things, the rule
prohibits the practice of ‘‘spinning,’’
which is the allocation of new issues by
a firm to executive officers and directors
of the firm’s current, former or
prospective investment banking clients.
In April 2017, FINRA published
Regulatory Notice 17–14 (Capital
Formation) seeking comment on the
effectiveness and efficiency of its rules,
operations and administrative processes
governing broker-dealer activities
related to the capital-raising process and
their impact on capital formation.9 In
6 ‘‘New issue’’ means any initial public offering
(‘‘IPO’’) of an equity security as defined in Section
3(a)(11) of the Act, made pursuant to a registration
statement or offering circular, subject to some
exceptions. See FINRA Rules 5130(i)(9) and
5131(e)(7).
7 The term ‘‘restricted person’’ includes the
following categories of persons: (1) Broker-dealers;
(2) broker-dealer personnel; (3) finders and
fiduciaries; (4) portfolio managers; and (5) persons
owning a broker-dealer. See FINRA Rule
5130(i)(10).
8 ‘‘Beneficial interest’’ means any economic
interest, such as the right to share in gains or losses.
The receipt of a management or performance based
fee for operating a collective investment account, or
other fees for acting in a fiduciary capacity, is not
considered a beneficial interest in the account. See
FINRA Rule 5130(i)(1).
9 The comment period closed on May 30, 2017.
FINRA received 11 comment letters in response to
Continued
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Agencies
[Federal Register Volume 84, Number 153 (Thursday, August 8, 2019)]
[Notices]
[Pages 39028-39029]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17103]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Sunshine Act Meetings
TIME AND DATE: 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 Small Business Capital Formation
Advisory Committee will hold a public meeting on Tuesday August 13,
2019, at 9:30 a.m. (CT)
PLACE: The meeting will be held at Creighton University, in The
President's Fitzgerald Boardroom on the fourth floor of the Mike and
Josie Harper Center, located at 602 North 20th Street, Omaha, Nebraska
68178.
STATUS: The meeting will be open to the public. Seating will be on a
first-come, first-served basis. The meeting will be webcast on the
Commission's website at www.sec.gov.
MATTERS TO BE CONSIDERED: On July 9, 2019, the Commission issued a
press release indicating where the meeting would be held and that it
would open
[[Page 39029]]
to the public. On August 2, 2019, the Commission published notice of
the Committee meeting (Release No. 33-10666), indicating that the
meeting is open to the public and inviting the public to submit written
comments to the Committee. This Sunshine Act notice is being issued
because a majority of the Commission may attend the meeting.
The agenda for the meeting includes matters relating to rules and
regulations affecting small and emerging companies under the federal
securities laws.
CONTACT PERSON FOR MORE INFORMATION: For further information, please
contact Vanessa A. Countryman from the Office of the Secretary at (202)
551-5400.
Dated: August 6, 2019.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2019-17103 Filed 8-6-19; 4:15 pm]
BILLING CODE 8011-01-P