Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend the Certificate of Incorporation of Intercontinental Exchange, Inc., 56507-56509 [2019-22932]
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Federal Register / Vol. 84, No. 204 / Tuesday, October 22, 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. 34–87317; File No. SR–
NYSEAMER–2019–42]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Change To Amend the Certificate of
Incorporation of Intercontinental
Exchange, Inc.
October 16, 2019.
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 October
3, 2019, NYSE American LLC (‘‘NYSE
American’’ or the ‘‘Exchange’’) 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 selfregulatory 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 the Substance
of the Proposed Rule Change
The Exchange proposes to amend the
certificate of incorporation of
Intercontinental Exchange, Inc. (‘‘ICE’’)
to make a technical change updating the
registered office and registered agent in
the State of Delaware and make nonsubstantive and conforming changes.
The proposed 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).
2 17 CFR 240.19b–4.
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17:02 Oct 21, 2019
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1. Purpose
The Exchange proposes to amend the
certificate of incorporation of ICE to
make a technical change updating the
registered office and registered agent in
the State of Delaware and make nonsubstantive and conforming changes.
The proposed amendments to the
certificate of incorporation were
approved by the Board of Directors of
ICE on September 19, 2019. The
Exchange proposes that the
amendments would be effective upon
filing with the Secretary of State of the
State of Delaware.
Change in Registered Office and
Registered Agent
ICE is a corporation organized under
the laws of the State of Delaware. As
such, ICE is required to have and
maintain a registered office and
registered agent in the State of
Delaware.3 The Exchange proposes to
change the address of ICE’s registered
office and the name of ICE’s registered
agent, which would make them
consistent with the governing
documents of the Exchange and its
intermediate holding companies.4
In order to implement the change, ICE
intends to file with the Secretary of
State of the State of Delaware a
Certificate of Change of Registered
Agent and/or Registered Office
(‘‘Certificate of Change’’),5 which will
change the address of its registered
office and the name of its registered
agent set forth in the Fourth Amended
and Restated Certificate of Incorporation
of ICE (‘‘Fourth Certificate’’).
Immediately thereafter, ICE intends to
file with the Secretary of State of the
State of Delaware the Fifth Amended
and Restated Certificate of Incorporation
of ICE (the ‘‘Fifth Certificate’’), which
will integrate the changes made by the
Certificate of Change.
With respect to the change in the
registered agent and registered office, in
the Fifth Certificate, Article II would
identify United Agent Group Inc. as the
3 See
Del. Code tit 8, §§ 131 and 132.
Securities Exchange Release Nos. 82637
(February 6, 2018), 83 FR 6055 (February 12, 2018)
(notice of filing and immediate effectiveness of
proposed change to amend certain of the governing
documents of its intermediate parent companies)
(SR–NYSEAmer–2018–003); and 82923 (March 22,
2018), 83 FR 13161 (March 27, 2018) (SR–
NYSEAmer–2018–10) (notice of filing and
immediate effectiveness of proposed change
amending certain governing documents of the
Exchange and NYSE Market, Inc.).
5 See Del. Code tit 8, § 133.
4 See
PO 00000
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56507
registered agent and provide that the
address of the registered office in the
State of Delaware, County of New
Castle, is 3411 Silverside Road, Tatnall
Building No. 104, Wilmington,
Delaware 19810. Currently, Article II of
the Fourth Certificate identifies 1209
Orange Street, Wilmington, Delaware
19801 as the address of the registered
office in the State of Delaware, County
of New Castle, and provides that the
name of its registered agent at such
address is The Corporation Trust
Company.
Conforming Changes
The Exchange proposes to make
technical conforming changes to the
Fifth Certificate.
The General Corporation Law of the
State of Delaware (‘‘DGCL’’) provides
that the board of directors of a
corporation may adopt a restated
certificate of incorporation that
integrates a certificate of incorporation
and any prior amendments to such
certificate of incorporation, such as the
Certificate of Change.6 Accordingly, the
proposed second introductory
paragraph would state that the Fifth
Certificate restates and integrates, and
does not further amend, the provisions
of the Fourth Certificate, as amended by
the Certificate of Change, and there is no
discrepancy between them. Similarly,
the fourth introductory paragraph
would state that the Fourth Certificate
was thereby restated and integrated to
read as set forth in the Fifth Certificate.
The proposed changes would delete a
reference in the Fourth Certificate to the
amendment of the Third Amended and
Restated Certificate.
Pursuant to Section 245(b) of the
DGCL, stockholder approval is not
required for a restated certificate of
incorporation that, like the proposed
Fifth Certificate, restates and integrates
but does not further amend the existing
certificate of incorporation.7
Accordingly, the proposed third and
fourth introductory paragraphs would
delete the references to Section 242 of
the DGCL, as it refers to stockholder
approval, which would not be
required.8
References to the ‘‘Third Amended
and Restated Certificate of
Incorporation’’ and the ‘‘Fourth
Amended and Restated Certificate of
Incorporation’’ in the titles, introductory
paragraphs, and signature lines would
be changed to refer to the ‘‘Fourth
Amended and Restated Certificate of
Incorporation’’ and ‘‘Fifth Amended and
6 See
Del. Code tit 8, § 245(a).
Del. Code tit 8, § 245(b).
8 See Del. Code tit 8, § 242.
7 See
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56508
Federal Register / Vol. 84, No. 204 / Tuesday, October 22, 2019 / Notices
Restated Certificate of Incorporation,’’
respectively.
Finally, the time and date of
effectiveness and execution in the
introductory certifications and signature
line would be updated.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Exchange Act 9 in
general, and with Section 6(b)(1) 10 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 proposed rule change is a nonsubstantive administrative change that
does not impact the governance or
ownership of the Exchange. The
Exchange believes that the proposed
rule change would enable the Exchange
to continue to be so organized as to have
the capacity to carry out the purposes of
the Exchange Act and comply and
enforce compliance with the provisions
of the Exchange Act by its members and
persons associated with its members,
because ensuring that the Fifth
Certificate identifies the name of ICE’s
registered agent and address of ICE’s
registered office in the State of Delaware
would contribute to the orderly
operation of the Exchange by adding
clarity and transparency to its rules. The
proposed change would ensure that ICE
continues to comply with Delaware
requirements for corporations to have a
registered agent and registered office in
the State of Delaware. In addition, the
proposed changes to the introductory
paragraphs would ensure that the Fifth
Certificate correctly describes the
proposed restatement and integration of
the existing certificate of incorporation,
as amended by the Certificate of Change,
and references the correct provisions of
the DGCL in accordance with the
requirements of Delaware law, ensuring
clarity and transparency.
For similar reasons, the Exchange also
believes that the proposed rule change
is consistent with Section 6(b)(5) of the
Act,11 in 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,
U.S.C. 78f(b).
U.S.C. 78f(b)(1).
11 15 U.S.C. 78f(b)(5).
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 rule change would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system by
ensuring that market participants can
more easily navigate, understand and
comply with its rules. The Exchange
believes that, by ensuring that such
rules accurately identify the name of
ICE’s registered agent and the address of
ICE’s registered office in the State of
Delaware, the proposed rule change
would reduce potential investor or
market participant confusion. In
addition, the proposed changes to the
introductory paragraphs and the
proposed conforming changes would
ensure that the Fifth Certificate correctly
describes the proposed restatement and
integration of the existing certificate of
incorporation, as amended by the
Certificate of Change, and references the
correct provisions of the DGCL in
accordance with the requirements of
Delaware law, reducing potential
confusion that may result from having
an incorrect description or reference in
the Fifth Certificate.
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 is not
designed to address any competitive
issue but rather is concerned solely with
making a technical change updating the
registered office and registered agent of
ICE and conforming 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
The proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 12 and Rule 19b–4(f)(3) 13
thereunder in that the proposed rule
9 15
10 15
VerDate Sep<11>2014
17:02 Oct 21, 2019
12 15
13 17
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PO 00000
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(3).
Frm 00098
Fmt 4703
Sfmt 4703
change is concerned solely with the
administration of the Exchange.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may 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 under Section
19(b)(2)(B) 14 of the Act to determine
whether the proposed rule change
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–
NYSEAMER–2019–42 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–2019–42. 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 such
14 15
E:\FR\FM\22OCN1.SGM
U.S.C. 78s(b)(2)(B).
22OCN1
Federal Register / Vol. 84, No. 204 / Tuesday, October 22, 2019 / Notices
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–2019–42, and
should be submitted on or before
November 12, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–22932 Filed 10–21–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87321; File No. SR–CBOE–
2019–089]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Relating To Move Certain
Rules in Chapter XXIX of the Currently
Effective Rulebook to Proposed
Section E of Chapter 4 of the Shell
Structure for the Exchange’s Rulebook
That Will Become Effective Upon the
Migration of the Exchange’s Trading
Platform
October 16, 2019.
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 October
3, 2019, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) 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
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to move
certain Rules in Chapter XXIX, which
governs Credit Option contracts, of the
currently effective Rulebook (‘‘current
Rulebook’’) to proposed Section E of
Chapter 4 of the shell structure for the
Exchange’s Rulebook that will become
effective upon the migration of the
Exchange’s trading platform to the same
system used by the Cboe Affiliated
Exchanges (as defined below) (‘‘shell
Rulebook’’). The text of the proposed
rule change is provided in Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://www.cboe.com/
AboutCBOE/
CBOELegalRegulatoryHome.aspx), 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.
56509
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
In 2016, the Exchange’s parent
company, Cboe Global Markets, Inc.
(formerly named CBOE Holdings, Inc.)
(‘‘Cboe Global’’), which is also the
parent company of Cboe C2 Exchange,
Inc. (‘‘C2’’), acquired Cboe EDGA
Exchange, Inc. (‘‘EDGA’’), Cboe EDGX
Exchange, Inc. (‘‘EDGX’’ or ‘‘EDGX
Options’’), Cboe BZX Exchange, Inc.
(‘‘BZX’’ or ‘‘BZX Options’’), and Cboe
BYX Exchange, Inc. (‘‘BYX’’ and,
together with Cboe Options, C2, EDGX,
EDGA, and BZX, the ‘‘Cboe Affiliated
Exchanges’’). The Cboe Affiliated
Exchanges are working to align certain
system functionality, retaining only
intended differences, between the Cboe
Affiliated Exchanges, in the context of a
technology migration. Cboe Options
intends to migrate its trading platform to
the same system used by the Cboe
Affiliated Exchanges, which the
Exchange expects to complete on
October 7, 2019. In connection with this
technology migration, the Exchange has
a shell Rulebook that resides alongside
its current Rulebook, which shell
Rulebook will contain the Rules that
will be in place upon completion of the
Cboe Options technology migration.
The Exchange proposes to relocate
rules under current Chapter XXIX
which governs Credit Option contracts,
to proposed Section E of Chapter 4 in
the shell Rulebook. The Exchange notes
that in addition to relocating these
current rules to proposed shell Section
E of Chapter 4, the proposed rule change
deletes the rules from the current
Rulebook. The proposed rule change
relocates the rules as follows:
Proposed rule
Current rule
Introductory paragraph under Section E heading ....................................
4.40 Credit Default Definitions ...............................................................
4.41 Designation of Credit Default Option Contracts ............................
4.42 Designation and Terms of Credit Default Basket Option Contracts.
4.43 Withdrawal of Approval of Underlying Reference Entity ...............
4.44 Adjustments ...................................................................................
4.45 FLEX Trading .................................................................................
4.46 Trading Rotations ...........................................................................
Introduction.
29.1 Definitions.
29.2 Designation of Credit Default Option Contracts.
29.2A Designation and Terms of Credit Default Basket Option Contracts.
29.3 Withdrawal.
29.4 Adjustments.
29.18. FLEX Trading.
29.12 Trading Rotations.
The proposed changes are of a nonsubstantive nature and will not amend
15 17
1 15
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
VerDate Sep<11>2014
17:02 Oct 21, 2019
the relocated rules other than to update
their numbers, conform paragraph
2 17
CFR 240.19b–4.
Exchange notes that the paragraph structure
for definitions listed under rules in the shell
3 The
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structure 3 and number/lettering format
to that of the shell Rulebook, and make
Rulebook is in alphabetized format. Therefore, the
same structure is used under proposed Rule 4.40.
E:\FR\FM\22OCN1.SGM
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]]>Agencies
[Federal Register Volume 84, Number 204 (Tuesday, October 22, 2019)]
[Notices]
[Pages 56507-56509]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-22932]
[[Page 56507]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87317; File No. SR-NYSEAMER-2019-42]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change To Amend the
Certificate of Incorporation of Intercontinental Exchange, Inc.
October 16, 2019.
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 October 3, 2019, NYSE American LLC (``NYSE American'' or the
``Exchange'') 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 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\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange proposes to amend the certificate of incorporation of
Intercontinental Exchange, Inc. (``ICE'') to make a technical change
updating the registered office and registered agent in the State of
Delaware and make non-substantive and conforming changes. The proposed
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 certificate of incorporation of
ICE to make a technical change updating the registered office and
registered agent in the State of Delaware and make non-substantive and
conforming changes.
The proposed amendments to the certificate of incorporation were
approved by the Board of Directors of ICE on September 19, 2019. The
Exchange proposes that the amendments would be effective upon filing
with the Secretary of State of the State of Delaware.
Change in Registered Office and Registered Agent
ICE is a corporation organized under the laws of the State of
Delaware. As such, ICE is required to have and maintain a registered
office and registered agent in the State of Delaware.\3\ The Exchange
proposes to change the address of ICE's registered office and the name
of ICE's registered agent, which would make them consistent with the
governing documents of the Exchange and its intermediate holding
companies.\4\
---------------------------------------------------------------------------
\3\ See Del. Code tit 8, Sec. Sec. 131 and 132.
\4\ See Securities Exchange Release Nos. 82637 (February 6,
2018), 83 FR 6055 (February 12, 2018) (notice of filing and
immediate effectiveness of proposed change to amend certain of the
governing documents of its intermediate parent companies) (SR-
NYSEAmer-2018-003); and 82923 (March 22, 2018), 83 FR 13161 (March
27, 2018) (SR-NYSEAmer-2018-10) (notice of filing and immediate
effectiveness of proposed change amending certain governing
documents of the Exchange and NYSE Market, Inc.).
---------------------------------------------------------------------------
In order to implement the change, ICE intends to file with the
Secretary of State of the State of Delaware a Certificate of Change of
Registered Agent and/or Registered Office (``Certificate of
Change''),\5\ which will change the address of its registered office
and the name of its registered agent set forth in the Fourth Amended
and Restated Certificate of Incorporation of ICE (``Fourth
Certificate''). Immediately thereafter, ICE intends to file with the
Secretary of State of the State of Delaware the Fifth Amended and
Restated Certificate of Incorporation of ICE (the ``Fifth
Certificate''), which will integrate the changes made by the
Certificate of Change.
---------------------------------------------------------------------------
\5\ See Del. Code tit 8, Sec. 133.
---------------------------------------------------------------------------
With respect to the change in the registered agent and registered
office, in the Fifth Certificate, Article II would identify United
Agent Group Inc. as the registered agent and provide that the address
of the registered office in the State of Delaware, County of New
Castle, is 3411 Silverside Road, Tatnall Building No. 104, Wilmington,
Delaware 19810. Currently, Article II of the Fourth Certificate
identifies 1209 Orange Street, Wilmington, Delaware 19801 as the
address of the registered office in the State of Delaware, County of
New Castle, and provides that the name of its registered agent at such
address is The Corporation Trust Company.
Conforming Changes
The Exchange proposes to make technical conforming changes to the
Fifth Certificate.
The General Corporation Law of the State of Delaware (``DGCL'')
provides that the board of directors of a corporation may adopt a
restated certificate of incorporation that integrates a certificate of
incorporation and any prior amendments to such certificate of
incorporation, such as the Certificate of Change.\6\ Accordingly, the
proposed second introductory paragraph would state that the Fifth
Certificate restates and integrates, and does not further amend, the
provisions of the Fourth Certificate, as amended by the Certificate of
Change, and there is no discrepancy between them. Similarly, the fourth
introductory paragraph would state that the Fourth Certificate was
thereby restated and integrated to read as set forth in the Fifth
Certificate. The proposed changes would delete a reference in the
Fourth Certificate to the amendment of the Third Amended and Restated
Certificate.
---------------------------------------------------------------------------
\6\ See Del. Code tit 8, Sec. 245(a).
---------------------------------------------------------------------------
Pursuant to Section 245(b) of the DGCL, stockholder approval is not
required for a restated certificate of incorporation that, like the
proposed Fifth Certificate, restates and integrates but does not
further amend the existing certificate of incorporation.\7\
Accordingly, the proposed third and fourth introductory paragraphs
would delete the references to Section 242 of the DGCL, as it refers to
stockholder approval, which would not be required.\8\
---------------------------------------------------------------------------
\7\ See Del. Code tit 8, Sec. 245(b).
\8\ See Del. Code tit 8, Sec. 242.
---------------------------------------------------------------------------
References to the ``Third Amended and Restated Certificate of
Incorporation'' and the ``Fourth Amended and Restated Certificate of
Incorporation'' in the titles, introductory paragraphs, and signature
lines would be changed to refer to the ``Fourth Amended and Restated
Certificate of Incorporation'' and ``Fifth Amended and
[[Page 56508]]
Restated Certificate of Incorporation,'' respectively.
Finally, the time and date of effectiveness and execution in the
introductory certifications and signature line would be updated.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \9\ in general, and with Section
6(b)(1) \10\ 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.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
The proposed rule change is a non-substantive administrative change
that does not impact the governance or ownership of the Exchange. The
Exchange believes that the proposed rule change would enable the
Exchange to continue to be so organized as to have the capacity to
carry out the purposes of the Exchange Act and comply and enforce
compliance with the provisions of the Exchange Act by its members and
persons associated with its members, because ensuring that the Fifth
Certificate identifies the name of ICE's registered agent and address
of ICE's registered office in the State of Delaware would contribute to
the orderly operation of the Exchange by adding clarity and
transparency to its rules. The proposed change would ensure that ICE
continues to comply with Delaware requirements for corporations to have
a registered agent and registered office in the State of Delaware. In
addition, the proposed changes to the introductory paragraphs would
ensure that the Fifth Certificate correctly describes the proposed
restatement and integration of the existing certificate of
incorporation, as amended by the Certificate of Change, and references
the correct provisions of the DGCL in accordance with the requirements
of Delaware law, ensuring clarity and transparency.
For similar reasons, the Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\11\ in 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.
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\11\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system by ensuring that market participants can more
easily navigate, understand and comply with its rules. The Exchange
believes that, by ensuring that such rules accurately identify the name
of ICE's registered agent and the address of ICE's registered office in
the State of Delaware, the proposed rule change would reduce potential
investor or market participant confusion. In addition, the proposed
changes to the introductory paragraphs and the proposed conforming
changes would ensure that the Fifth Certificate correctly describes the
proposed restatement and integration of the existing certificate of
incorporation, as amended by the Certificate of Change, and references
the correct provisions of the DGCL in accordance with the requirements
of Delaware law, reducing potential confusion that may result from
having an incorrect description or reference in the Fifth Certificate.
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 is not designed to address any competitive issue but rather is
concerned solely with making a technical change updating the registered
office and registered agent of ICE and conforming 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
The proposed rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(3) \13\ thereunder in
that the proposed rule change is concerned solely with the
administration of the Exchange.
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\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(3).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may 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 under Section
19(b)(2)(B) \14\ of the Act to determine whether the proposed rule
change should be approved or disapproved.
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\14\ 15 U.S.C. 78s(b)(2)(B).
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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-2019-42 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-2019-42. 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 such
[[Page 56509]]
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-2019-42, and should be submitted on or before November 12,
2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22932 Filed 10-21-19; 8:45 am]
BILLING CODE 8011-01-P
