Self-Regulatory Organizations; BOX Exchange LLC; Order Granting Approval of a Proposed Rule Change To Amend the Provisions of the Limited Liability Company Agreement and Bylaws, 32085-32086 [2020-11475]
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Federal Register / Vol. 85, No. 103 / Thursday, May 28, 2020 / Notices
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–NASDAQ–2020–019 and
should be submitted on or before June
18, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.32
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–11473 Filed 5–27–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88934; File No. SR–BOX–
2020–04]
Self-Regulatory Organizations; BOX
Exchange LLC; Order Granting
Approval of a Proposed Rule Change
To Amend the Provisions of the
Limited Liability Company Agreement
and Bylaws
May 22, 2020.
I. Introduction
On February 4, 2020, BOX Exchange
LLC (‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend the provisions of the Exchange’s
limited liability company agreement
and bylaws to accommodate the
Exchange’s potential regulation of
multiple facilities. The proposed rule
change was published for comment in
the Federal Register on February 25,
2020.3 On April 2, 2020, pursuant to
Section 19(b)(2) of the Act,4 the
Commission designated a longer period
within which to approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to disapprove the
proposed rule change.5 The Commission
received no comment letters on the
32 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 88236
(February 19, 2020), 85 FR 10765 (‘‘Notice’’).
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 88542,
85 FR 19787 (April 8, 2020). The Commission
designated May 25, 2020, as the date by which the
Commission shall approve or disapprove, or
institute proceedings to determine whether to
disapprove, the proposed rule change.
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proposed rule change. The Commission
is approving the proposed rule change.
II. Description of the Proposed Rule
Change 6
According to the proposal, the
Exchange currently regulates one
facility, BOX Options Market LLC
(‘‘BOX Options Market’’). The Exchange
now proposes to amend the provisions
of its limited liability company
agreement (‘‘LLC Agreement’’) and
bylaws (‘‘Bylaws’’) (collectively
‘‘Governing Documents’’) to
accommodate the Exchange’s regulation
of potential multiple facilities.7
According to the Exchange, the
proposed changes to the Governing
Documents are designed to: (i) Provide
sufficient flexibility to contemplate
multiple Exchange facilities under the
Exchange’s regulatory authority; (ii)
simplify the defined terms in the
Governing Documents; and (iii) make
certain other changes to the terms of the
Governing Documents to align them
with the structure of the Exchange and
its relationships.8
Among other things, to provide for
flexibility to accommodate more than
one facility, the Exchange proposes to
replace the term ‘‘BOX Options’’ and
‘‘BOX Options Market’’ with the term
‘‘Exchange Facility’’ in the LLC
Agreement. Likewise, the Exchange
would replace in the LLC Agreement the
term ‘‘BOX Options Participant’’ with
‘‘Exchange Facility Participant.’’ And to
simplify the defined terms in the
Governing Documents, the Exchange
proposes, for example, to remove the
definition of ‘‘Related Agreements’’
from the LLC Agreement. According to
the Exchange, the term is used in only
one section of the LLC Agreement, and
the Exchange believes that the deletion
of the defined term would not otherwise
affect the LLC Agreement.9 Lastly, to
align the Governing Documents with the
structure of the Exchange and its
relationships, the Exchange proposes to
remove BOX Holdings Group LLC
(‘‘BOX Holdings’’), the parent and 100%
owner of BOX Options Market, as a
party to the LLC Agreement, as well as
remove its right to appoint a director to
the Exchange Board of Directors
(‘‘Exchange Board’’). In connection with
these changes, the Exchange also
proposes to provide Exchange Facility
representation on the Exchange Board
and its nominating committee
(‘‘Nominating Committee’’), rather than
6 For a more complete description of all the
changes as proposed, see Notice, supra note 3.
7 See id. at 10765.
8 See id. at 10765–66.
9 See id. at 10767.
PO 00000
Frm 00083
Fmt 4703
Sfmt 4703
32085
BOX Holdings representation, as is
currently provided in the Governing
Documents.10 According to the
Exchange, because BOX Holdings is the
100% owner of BOX Options Market
and the composition of the board of
directors for each entity is the same, the
close alignment between the entities
and their interests has allowed BOX
Options Market to be fairly represented
on the Exchange Board through BOX
Holdings. However, the Exchange now
proposes that any Exchange Facility
would have direct representation on the
Exchange Board and the Nominating
Committee, rather than through BOX
Holdings.11
Finally, the Exchange proposes
various technical amendments to the
Governing Documents to effectuate the
changes discussed above.12
III. Discussion and Commission
Findings
After careful review, the Commission
finds that the proposed rule change is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange. In particular, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(1) of the Act,13 which requires a
national securities exchange to be so
organized and have the capacity to carry
out the purposes of the Act and to
comply, and to enforce compliance by
its members and persons associated
with its members, with the provisions of
the Act. The Commission also finds that
the proposed rule change is consistent
with Section 6(b)(3) of the Act,14 which
requires that the rules of a national
securities exchange assure a fair
representation of its members in the
selection of its directors and the
administration of its affairs and provide
that one or more directors shall be
representative of issuers and investors
and not be associated with a member of
the exchange, broker, or dealer. The
Commission further finds that the
10 See
id. at 10765, 10768–71.
the Exchange proposes to amend
its Bylaws to ensure that each Exchange Facility
would have a representative on the Exchange Board
(‘‘Facility Director’’). According to the Exchange,
the Facility Director would come from the
leadership of and be directly designated by the
Exchange Facility, rather than BOX Holdings. In
addition, as is the case today, the Facility Director
would serve on certain committees of the Exchange
Board. See Notice, supra note 3, at 10771.
12 For example, the Exchange proposes to amend
the definition of ‘‘Confidential Information’’ in the
LLC Agreement to remove the reference to ‘‘BOX
Options Market’’ and replace it with a reference to
the newly proposed defined term ‘‘Exchange
Facility.’’ See Notice, supra note 3, at 10766–67.
13 15 U.S.C. 78f(b)(1).
14 15 U.S.C. 78f(b)(3).
11 Specifically,
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32086
Federal Register / Vol. 85, No. 103 / Thursday, May 28, 2020 / Notices
proposed rule change is consistent with
Section 6(b)(5) of the Act,15 which
requires, among other things, that the
rules of a national securities exchange
be designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, and
processing information with respect to,
and facilitating transactions in,
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system and, in general, to protect
investors and the public interest.
The Exchange proposes to modify the
Governing Documents to accommodate
a potential for multiple facilities. To
that end, the Exchange proposes to
amend certain terms so that the
Governing Documents more generally
reference the Exchange’s facility rather
than BOX Options Market specifically.
The Exchange also proposes to make
certain ministerial amendments
throughout its Governing Documents,
such as deleting terms that are not
deemed necessary.16 With respect to
such changes and to changes that
provide the Exchange with flexibility to
operate more than one facility, the
Commission finds that they are
technical in nature, do not raise any
material concerns, and are therefore
consistent with the Act.
As discussed above, the proposal
would also modify the Governing
Documents to remove BOX Holdings as
a party to the LLC Agreement and allow
the Exchange’s facility to have direct
representation on the Exchange Board
and Nominating Committee, rather than
through BOX Holdings. In its proposal,
the Exchange states that ‘‘it is in keeping
with the original intent of the LLC
Agreement with respect to BOX Options
Market to have BOX Options Market’s
rights reside directly in BOX Options
Market, rather than with its upstream
owner, and that similar rights will
reside directly with any other new
Exchange Facility. . . .’’ 17 The
Exchange further states that ‘‘it is
appropriate to provide direct
representation on the Exchange Board to
facilities of the Exchange to promote
their fair representation in the
U.S.C. 78f(b)(5).
example, the Exchange proposes to delete
the terms ‘‘MX,’’ ‘‘System’’ and ‘‘TOSA’’ from the
LLC Agreement because these definitions have
limited use in the LLC Agreement and removing
them will simplify the structure of the defined
terms in the LLC Agreement. See Notice, supra note
3, at 10767–68. See also supra note 9 and text
discussing removal of defined term ‘‘Related
Agreements.’’
17 See Notice, supra note 3, 10769.
administration of the Exchange’s affairs
and the selection of its directors.’’ 18
Further, the Exchange believes that the
proposed removal of BOX Holdings
from the LLC Agreement is consistent
with the Act because BOX Holdings is
only a party to the LLC Agreement with
respect to its rights to appoint
individuals to serve on the Exchange
Board and the Nominating Committee,
and the right to appoint a director to the
Exchange Board is now proposed to
reside in each Exchange Facility.
The Commission finds that the
changes with respect to BOX Holdings
and the representation of the Exchange’s
facility on the Exchange Board is
consistent with the Act. The
Commission believes that, to the extent
that these changes provide mechanisms
whereby a facility of the Exchange
would have more direct representation
on the Exchange Board, the changes are
appropriate.
Based on the foregoing, the
Commission therefore finds that the
proposed rule change is consistent with
the Act.19
or ‘‘Cboe Options’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘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 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.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,20 that the
proposed rule change (SR–BOX–2020–
04) be, and hereby is approved.
Rule 5.34. Order and Quote Price
Protections Mechanisms and Risk
Controls
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–11475 Filed 5–27–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88923; File No. SR–CBOE–
2020–046]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Relating to the Debit/
Credit Price Reasonability Check
May 21, 2020.
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 14,
2020, Cboe Exchange, Inc. (‘‘Exchange’’
15 15
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16 For
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16:32 May 27, 2020
Jkt 250001
18 See
id. at 10768.
approving these proposed rule changes, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
20 15 U.S.C. 78s(b)(2).
21 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
19 In
PO 00000
Frm 00084
Fmt 4703
Sfmt 4703
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 amend
its debit/credit price reasonability
check. The text of the proposed rule
change is provided below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Rules of Cboe Exchange, Inc.
*
*
*
*
*
The System’s acceptance and
execution of orders, quotes, and bulk
messages, as applicable, pursuant to the
Rules, including Rules 5.31 through
5.33, and orders routed to PAR pursuant
to Rule 5.82 are subject to the following
price protection mechanisms and risk
controls, as applicable.
(a) No change.
(b) Complex Orders.
(1) Definitions. For purposes of this
subparagraph (b):
(A)–(C) No change.
(D) Calendar Spread. A ‘‘calendar’’
spread is a two-legged complex order
with one leg to buy a number of calls
(puts) and one leg to sell the same
number of calls (puts) with the same
exercise price but different expiration
dates.
(2) No change.
(3) Debit/Credit Price Reasonability
Checks.
(A) The Exchange cancels or rejects a
complex order (or unexecuted portion)
that is a limit order for a debit strategy
with a net credit price that exceeds a
pre-set buffer, a limit order (or
unexecuted portion) for a credit strategy
with a net debit price that exceeds a preset buffer, or a market order (or
unexecuted portion) for a credit strategy
that would execute at a net debit price
that exceeds a pre-set buffer (the pre-set
3 15
4 17
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
E:\FR\FM\28MYN1.SGM
28MYN1
]]>Agencies
[Federal Register Volume 85, Number 103 (Thursday, May 28, 2020)]
[Notices]
[Pages 32085-32086]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-11475]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88934; File No. SR-BOX-2020-04]
Self-Regulatory Organizations; BOX Exchange LLC; Order Granting
Approval of a Proposed Rule Change To Amend the Provisions of the
Limited Liability Company Agreement and Bylaws
May 22, 2020.
I. Introduction
On February 4, 2020, BOX Exchange LLC (``Exchange'') filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\
and Rule 19b-4 thereunder,\2\ a proposed rule change to amend the
provisions of the Exchange's limited liability company agreement and
bylaws to accommodate the Exchange's potential regulation of multiple
facilities. The proposed rule change was published for comment in the
Federal Register on February 25, 2020.\3\ On April 2, 2020, pursuant to
Section 19(b)(2) of the Act,\4\ the Commission designated a longer
period within which to approve the proposed rule change, disapprove the
proposed rule change, or institute proceedings to determine whether to
disapprove the proposed rule change.\5\ The Commission received no
comment letters on the proposed rule change. The Commission is
approving the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 88236 (February 19,
2020), 85 FR 10765 (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 88542, 85 FR 19787
(April 8, 2020). The Commission designated May 25, 2020, as the date
by which the Commission shall approve or disapprove, or institute
proceedings to determine whether to disapprove, the proposed rule
change.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change \6\
According to the proposal, the Exchange currently regulates one
facility, BOX Options Market LLC (``BOX Options Market''). The Exchange
now proposes to amend the provisions of its limited liability company
agreement (``LLC Agreement'') and bylaws (``Bylaws'') (collectively
``Governing Documents'') to accommodate the Exchange's regulation of
potential multiple facilities.\7\ According to the Exchange, the
proposed changes to the Governing Documents are designed to: (i)
Provide sufficient flexibility to contemplate multiple Exchange
facilities under the Exchange's regulatory authority; (ii) simplify the
defined terms in the Governing Documents; and (iii) make certain other
changes to the terms of the Governing Documents to align them with the
structure of the Exchange and its relationships.\8\
---------------------------------------------------------------------------
\6\ For a more complete description of all the changes as
proposed, see Notice, supra note 3.
\7\ See id. at 10765.
\8\ See id. at 10765-66.
---------------------------------------------------------------------------
Among other things, to provide for flexibility to accommodate more
than one facility, the Exchange proposes to replace the term ``BOX
Options'' and ``BOX Options Market'' with the term ``Exchange
Facility'' in the LLC Agreement. Likewise, the Exchange would replace
in the LLC Agreement the term ``BOX Options Participant'' with
``Exchange Facility Participant.'' And to simplify the defined terms in
the Governing Documents, the Exchange proposes, for example, to remove
the definition of ``Related Agreements'' from the LLC Agreement.
According to the Exchange, the term is used in only one section of the
LLC Agreement, and the Exchange believes that the deletion of the
defined term would not otherwise affect the LLC Agreement.\9\ Lastly,
to align the Governing Documents with the structure of the Exchange and
its relationships, the Exchange proposes to remove BOX Holdings Group
LLC (``BOX Holdings''), the parent and 100% owner of BOX Options
Market, as a party to the LLC Agreement, as well as remove its right to
appoint a director to the Exchange Board of Directors (``Exchange
Board''). In connection with these changes, the Exchange also proposes
to provide Exchange Facility
---------------------------------------------------------------------------
\9\ See id. at 10767.
---------------------------------------------------------------------------
representation on the Exchange Board and its nominating committee
(``Nominating Committee''), rather than BOX Holdings representation, as
is currently provided in the Governing Documents.\10\ According to the
Exchange, because BOX Holdings is the 100% owner of BOX Options Market
and the composition of the board of directors for each entity is the
same, the close alignment between the entities and their interests has
allowed BOX Options Market to be fairly represented on the Exchange
Board through BOX Holdings. However, the Exchange now proposes that any
Exchange Facility would have direct representation on the Exchange
Board and the Nominating Committee, rather than through BOX
Holdings.\11\
---------------------------------------------------------------------------
\10\ See id. at 10765, 10768-71.
\11\ Specifically, the Exchange proposes to amend its Bylaws to
ensure that each Exchange Facility would have a representative on
the Exchange Board (``Facility Director''). According to the
Exchange, the Facility Director would come from the leadership of
and be directly designated by the Exchange Facility, rather than BOX
Holdings. In addition, as is the case today, the Facility Director
would serve on certain committees of the Exchange Board. See Notice,
supra note 3, at 10771.
---------------------------------------------------------------------------
Finally, the Exchange proposes various technical amendments to the
Governing Documents to effectuate the changes discussed above.\12\
---------------------------------------------------------------------------
\12\ For example, the Exchange proposes to amend the definition
of ``Confidential Information'' in the LLC Agreement to remove the
reference to ``BOX Options Market'' and replace it with a reference
to the newly proposed defined term ``Exchange Facility.'' See
Notice, supra note 3, at 10766-67.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange. In
particular, the Commission finds that the proposed rule change is
consistent with Section 6(b)(1) of the Act,\13\ which requires a
national securities exchange to be so organized and have the capacity
to carry out the purposes of the Act and to comply, and to enforce
compliance by its members and persons associated with its members, with
the provisions of the Act. The Commission also finds that the proposed
rule change is consistent with Section 6(b)(3) of the Act,\14\ which
requires that the rules of a national securities exchange assure a fair
representation of its members in the selection of its directors and the
administration of its affairs and provide that one or more directors
shall be representative of issuers and investors and not be associated
with a member of the exchange, broker, or dealer. The Commission
further finds that the
[[Page 32086]]
proposed rule change is consistent with Section 6(b)(5) of the Act,\15\
which requires, among other things, that the rules of a national
securities exchange be designed to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
to foster cooperation and coordination with persons engaged in
regulating, clearing, settling, and processing information with respect
to, and facilitating transactions in, securities, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system and, in general, to protect investors and the public
interest.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78f(b)(1).
\14\ 15 U.S.C. 78f(b)(3).
\15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange proposes to modify the Governing Documents to
accommodate a potential for multiple facilities. To that end, the
Exchange proposes to amend certain terms so that the Governing
Documents more generally reference the Exchange's facility rather than
BOX Options Market specifically. The Exchange also proposes to make
certain ministerial amendments throughout its Governing Documents, such
as deleting terms that are not deemed necessary.\16\ With respect to
such changes and to changes that provide the Exchange with flexibility
to operate more than one facility, the Commission finds that they are
technical in nature, do not raise any material concerns, and are
therefore consistent with the Act.
---------------------------------------------------------------------------
\16\ For example, the Exchange proposes to delete the terms
``MX,'' ``System'' and ``TOSA'' from the LLC Agreement because these
definitions have limited use in the LLC Agreement and removing them
will simplify the structure of the defined terms in the LLC
Agreement. See Notice, supra note 3, at 10767-68. See also supra
note 9 and text discussing removal of defined term ``Related
Agreements.''
---------------------------------------------------------------------------
As discussed above, the proposal would also modify the Governing
Documents to remove BOX Holdings as a party to the LLC Agreement and
allow the Exchange's facility to have direct representation on the
Exchange Board and Nominating Committee, rather than through BOX
Holdings. In its proposal, the Exchange states that ``it is in keeping
with the original intent of the LLC Agreement with respect to BOX
Options Market to have BOX Options Market's rights reside directly in
BOX Options Market, rather than with its upstream owner, and that
similar rights will reside directly with any other new Exchange
Facility. . . .'' \17\ The Exchange further states that ``it is
appropriate to provide direct representation on the Exchange Board to
facilities of the Exchange to promote their fair representation in the
administration of the Exchange's affairs and the selection of its
directors.'' \18\ Further, the Exchange believes that the proposed
removal of BOX Holdings from the LLC Agreement is consistent with the
Act because BOX Holdings is only a party to the LLC Agreement with
respect to its rights to appoint individuals to serve on the Exchange
Board and the Nominating Committee, and the right to appoint a director
to the Exchange Board is now proposed to reside in each Exchange
Facility.
---------------------------------------------------------------------------
\17\ See Notice, supra note 3, 10769.
\18\ See id. at 10768.
---------------------------------------------------------------------------
The Commission finds that the changes with respect to BOX Holdings
and the representation of the Exchange's facility on the Exchange Board
is consistent with the Act. The Commission believes that, to the extent
that these changes provide mechanisms whereby a facility of the
Exchange would have more direct representation on the Exchange Board,
the changes are appropriate.
Based on the foregoing, the Commission therefore finds that the
proposed rule change is consistent with the Act.\19\
---------------------------------------------------------------------------
\19\ In approving these proposed rule changes, the Commission
has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\20\ that the proposed rule change (SR-BOX-2020-04) be, and hereby
is approved.
---------------------------------------------------------------------------
\20\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
---------------------------------------------------------------------------
\21\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-11475 Filed 5-27-20; 8:45 am]
BILLING CODE 8011-01-P
