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]

Download as PDF 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. VerDate Sep<11>2014 17:02 Oct 21, 2019 Jkt 250001 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 Frm 00097 Fmt 4703 Sfmt 4703 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 E:\FR\FM\22OCN1.SGM 22OCN1 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 Jkt 250001 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 Jkt 250001 PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 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 22OCN1

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.
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    \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 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.).
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    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.
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    \5\ See Del. Code tit 8, Sec.  133.
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    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.
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    \6\ See Del. Code tit 8, Sec.  245(a).
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    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\
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    \7\ See Del. Code tit 8, Sec.  245(b).
    \8\ See Del. Code tit 8, Sec.  242.
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    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.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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


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