Justia Agencies And Commissions Securities And Exchange Commission Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Amend NYSE Arca Rule 5.3-E To Exempt Registered Investment Companies That List Certain Categories of the Securities Defined as Derivative and Special Purpose Securities Under NYSE Arca Rules From Having To Obtain Shareholder Approval Prior to the Issuance of Securities in Connection With Certain Acquisitions of the Stock or Assets of an Affiliated Company, 14778-14779 [2021-05556]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Amend NYSE Arca Rule 5.3-E To Exempt Registered Investment Companies That List Certain Categories of the Securities Defined as Derivative and Special Purpose Securities Under NYSE Arca Rules From Having To Obtain Shareholder Approval Prior to the Issuance of Securities in Connection With Certain Acquisitions of the Stock or Assets of an Affiliated Company, 14778-14779 [2021-05556]

Download as PDF 14778 Federal Register / Vol. 86, No. 51 / Thursday, March 18, 2021 / Notices 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–NASDAQ–2021–002 and should be submitted on or before April 8, 2021. jbell on DSKJLSW7X2PROD with NOTICES V. Accelerated Approval of the Proposed Rule Change, as Modified by Amendment No. 1 The Commission finds good cause to approve the proposed rule change, as modified by Amendment No. 1, prior to the thirtieth day after the date of publication of notice of the filing of Amendment No. 1 in the Federal Register. The Commission notes that the original proposal was published for comment in the Federal Register,59 and the Commission did not receive any comments other than Nasdaq’s amendment to the proposed rule change. The Commission also notes that while in the current rule, the complimentary services period for Eligible New Listings and for Eligible Switches with a market capitalization of less than $750 million is two years, the original proposal would have extended this period to three years for Eligible New Listings only. By amending the proposal to extend the complimentary services period for Eligible Switches with a market capitalization of less than $750 million from two to three years, Amendment No. 1 eliminates what would have been a new difference between the length of the complimentary services period offered to Eligible Switches with a market capitalization of less than $750 million and the length of the complimentary services period offered to Eligible New Listings. This change, and the other minor clarifying changes in Amendment No. 1, assist the Commission in evaluating the Exchange’s proposal and in determining that it is consistent with the Act. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Act,60 to approve the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. VI. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,61 that the 59 See 60 15 Notice, supra note 3. U.S.C. 78s(b)(2). 61 Id. VerDate Sep<11>2014 16:49 Mar 17, 2021 Jkt 253001 proposed rule change (SR–NASDAQ– 2021–002), as modified by Amendment No. 1, be, and it hereby is, approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.62 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–05562 Filed 3–17–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–91309; File No. SR– NYSEArca–2020–54] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Amend NYSE Arca Rule 5.3–E To Exempt Registered Investment Companies That List Certain Categories of the Securities Defined as Derivative and Special Purpose Securities Under NYSE Arca Rules From Having To Obtain Shareholder Approval Prior to the Issuance of Securities in Connection With Certain Acquisitions of the Stock or Assets of an Affiliated Company March 12, 2021. On August 28, 2020, NYSE Arca, Inc. (‘‘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 NYSE Arca Rule 5.3–E (Corporate Governance and Disclosure Policies) to exempt certain categories of derivative and special purpose securities from the requirement to obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions of the stock or assets of another company. The proposed rule change was published in the Federal Register on September 17, 2020.3 On October 30, 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 62 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. 89834 (September 11, 2020), 85 FR 58090. 4 15 U.S.C. 78s(b)(2). 1 15 PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 proposed rule change.5 On December 1, 2020, the Exchange filed Amendment No. 1 to the proposed rule change, which superseded the proposed rule change as originally filed.6 On December 15, 2020, the Commission published notice of Amendment No. 1 and instituted proceedings under Section 19(b)(2)(B) of the Act 7 to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1.8 The Commission has received no comments on the proposed rule change. Section 19(b)(2) of the Act 9 provides that, after initiating proceedings, the Commission shall issue an order approving or disapproving the proposed rule change not later than 180 days after the date of publication of notice of filing of the proposed rule change. The Commission may extend the period for issuing an order approving or disapproving the proposed rule change, however, by not more than 60 days if the Commission determines that a longer period is appropriate and publishes the reasons for such determination. The proposed rule change was published for comment in the Federal Register on September 17, 2020.10 The 180th day after publication of the Notice is March 16, 2021. The Commission is extending the time period for approving or disapproving the proposal for an additional 60 days. The Commission finds that it is appropriate to designate a longer period within which to issue an order approving or disapproving the proposed rule change so that it has sufficient time to consider the proposed rule change, as modified by Amendment No. 1. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,11 designates May 15, 2021, as the date by which the Commission shall either approve or disapprove or the proposed rule change (File Number SR– NYSEArca–2020–54), as modified by Amendment No. 1. 5 See Securities Exchange Act Release No. 90297, 85 FR 70701 (November 5, 2020). 6 Amendment No. 1 is available on the Commission’s website at https://www.sec.gov/rules/ sro/nysearca.htm. 7 15 U.S.C. 78s(b)(2)(B). 8 See Securities Exchange Act Release No. 90675, 85 FR 83121 (Dec. 21, 2020). 9 15 U.S.C. 78s(b)(2). 10 See supra note 3. 11 15 U.S.C. 78s(b)(2). E:\FR\FM\18MRN1.SGM 18MRN1 Federal Register / Vol. 86, No. 51 / Thursday, March 18, 2021 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–05556 Filed 3–17–21; 8:45 am] the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–91314; File No. SR– EMERALD–2021–08] Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange Rule 200, Trading Permits March 12, 2021. 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 March 1, 2021, MIAX Emerald, LLC (‘‘MIAX Emerald’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change as described in Items I and II 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 The Exchange proposes to amend Exchange Rule 200(d) requiring membership in another national securities exchange or association. The text of the proposed rule change is available on the Exchange’s website at https://www.miaxoptions.com/rulefilings/emerald at MIAX Emerald’s principal office, and at the Commission’s Public Reference Room. jbell on DSKJLSW7X2PROD with NOTICES 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 12 17 CFR 200.30–3(a)(57). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 16:49 Mar 17, 2021 Jkt 253001 1. Purpose The purpose of the proposed rule change is to amend Exchange Rule 200(d) requiring membership in another national securities exchange or association. In sum, Exchange Rule 200(d) currently requires that Trading Permit 3 holders be a member in another registered options exchange, other than the Exchange’s affiliates, the Miami International Securities Exchange, LLC (‘‘MIAX’’) or MIAX PEARL, LLC (‘‘PEARL’’), or the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) where such other registered options exchange has not been designated by the Commission, pursuant to Rule 17d–1 under the Exchange Act, to examine Members for compliance with financial responsibility rules. Exchange Rule 200(d), therefore, does not allow a Trading Permit Holder that is not a FINRA member 4 to satisfy this requirement by being a member of a registered equities exchange. The Exchange believes that requiring membership in another registered options exchange is unnecessarily too restrictive and is also not in line with similar membership requirements at other exchanges.5 Therefore, to enable more broker-dealers to become Trading Permit holders, the Exchange proposes to amend Exchange Rule 200(d) to require membership in a registered national securities exchange, rather than only registered options exchanges.6 Exchange Rule 200(d) will continue to require Trading Permit holders to be FINRA members where the registered national securities exchange that they maintain membership is not designated 3 The term ‘‘Trading Permit’’ means a permit issued by the Exchange that confers the ability to transact on the Exchange. See Exchange Rule 100. 4 A Trading Permit Holder that does not transact business with the public is not required to become a FINRA member. Section 15(b)(8) of the Act that requires members that transact business with the public to be a member of FINRA. 15 U.S.C. 78o(b)(8). 5 See Cboe EDGX Exchange, Inc. (‘‘EDGX’’) Rule 2.5(a)(4), Cboe EDGA Exchange, Inc. (‘‘EDGA’’) Rule 2.5(a)(4), Cboe BZX Exchange, Inc. (‘‘BZX’’) Rule 2.5(a)(4), Cboe BYX Exchange, Inc. (‘‘BYX’’, collectively with EDGX, EDGA, and BZX, the ‘‘Cboe Equity Exchanges’’) Rule 2.5(a)(4), MEMX LLC (‘‘MEMX’’) Rule 2.5(a)(4), Investors Exchange, Inc. (‘‘IEX’’) Rule 2.130(a), Long Term Stock Exchange, Inc. (‘‘LTSE’’) Rule 2.130 and BOX Exchange LLC (‘‘BOX’’) Rule 2020(a). 6 The Exchange also propose to include the phrase ‘‘or FINRA’’ at the end of Exchange Rule 200(d)’s title. PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 14779 by the Commission to examine members for compliance with financial responsibility rules pursuant to Rule 17d–1 of the Exchange Act.7 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act,8 in general, and furthers the objectives of Section 6(b)(5),9 in particular, because 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 regulating, clearing, settling, 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 believes that the proposed rule change would remove impediments to, and perfect the mechanisms of, a free and open market and a national market system and, in general, protect investors and the public interest by expanding the number of registered brokers-dealers that would be eligible to become Trading Permit holders and trade on the Exchange, while maintaining high regulatory standards and a comprehensive regulatory regime with respect to such firms. Exchange Rule 200(d) was too restrictive by limiting membership in another registered national securities exchange to only registered options exchanges and, therefore, unnecessarily precluded broker-dealers who were members of a registered equities exchange from becoming Trading Permit holders. As mentioned above, Exchange Rule 200(d) will continue to require Trading Permit holders to be FINRA members where the registered national securities exchange that they maintain membership is not designated by the Commission to examine members for compliance with financial responsibility rules pursuant to Rule 17d–1 of the Exchange Act. This will ensure that those Trading Permit holders that are not FINRA members maintain membership at a registered options or equities exchange that may be 7 Rule 17d–1 of the Act authorizes the Commission to name a single Self-Regulatory Organization (‘‘SRO’’) as the Designated Examining Authority (‘‘DEA’’) to examine members of more than one SRO (‘‘common member’’) for compliance with the financial responsibility requirements imposed by the Exchange Act, or by Commission or SRO rules. 17 CFR 240.17d–1. The Exchange does not currently act as the DEA for any Trading Permit holder. 8 15 U.S.C. 78f(b). 9 15 U.S.C. 78f(b)(5). E:\FR\FM\18MRN1.SGM 18MRN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 86, Number 51 (Thursday, March 18, 2021)]
[Notices]
[Pages 14778-14779]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-05556]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91309; File No. SR-NYSEArca-2020-54]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of 
Designation of a Longer Period for Commission Action on Proceedings To 
Determine Whether To Approve or Disapprove a Proposed Rule Change, as 
Modified by Amendment No. 1, To Amend NYSE Arca Rule 5.3-E To Exempt 
Registered Investment Companies That List Certain Categories of the 
Securities Defined as Derivative and Special Purpose Securities Under 
NYSE Arca Rules From Having To Obtain Shareholder Approval Prior to the 
Issuance of Securities in Connection With Certain Acquisitions of the 
Stock or Assets of an Affiliated Company

March 12, 2021.
    On August 28, 2020, NYSE Arca, Inc. (``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 NYSE Arca 
Rule 5.3-E (Corporate Governance and Disclosure Policies) to exempt 
certain categories of derivative and special purpose securities from 
the requirement to obtain shareholder approval prior to the issuance of 
securities in connection with certain acquisitions of the stock or 
assets of another company. The proposed rule change was published in 
the Federal Register on September 17, 2020.\3\ On October 30, 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\ On 
December 1, 2020, the Exchange filed Amendment No. 1 to the proposed 
rule change, which superseded the proposed rule change as originally 
filed.\6\ On December 15, 2020, the Commission published notice of 
Amendment No. 1 and instituted proceedings under Section 19(b)(2)(B) of 
the Act \7\ to determine whether to approve or disapprove the proposed 
rule change, as modified by Amendment No. 1.\8\ The Commission has 
received no comments on 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. 89834 (September 11, 
2020), 85 FR 58090.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 90297, 85 FR 70701 
(November 5, 2020).
    \6\ Amendment No. 1 is available on the Commission's website at 
https://www.sec.gov/rules/sro/nysearca.htm.
    \7\ 15 U.S.C. 78s(b)(2)(B).
    \8\ See Securities Exchange Act Release No. 90675, 85 FR 83121 
(Dec. 21, 2020).
---------------------------------------------------------------------------

    Section 19(b)(2) of the Act \9\ provides that, after initiating 
proceedings, the Commission shall issue an order approving or 
disapproving the proposed rule change not later than 180 days after the 
date of publication of notice of filing of the proposed rule change. 
The Commission may extend the period for issuing an order approving or 
disapproving the proposed rule change, however, by not more than 60 
days if the Commission determines that a longer period is appropriate 
and publishes the reasons for such determination. The proposed rule 
change was published for comment in the Federal Register on September 
17, 2020.\10\ The 180th day after publication of the Notice is March 
16, 2021. The Commission is extending the time period for approving or 
disapproving the proposal for an additional 60 days.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(2).
    \10\ See supra note 3.
---------------------------------------------------------------------------

    The Commission finds that it is appropriate to designate a longer 
period within which to issue an order approving or disapproving the 
proposed rule change so that it has sufficient time to consider the 
proposed rule change, as modified by Amendment No. 1. Accordingly, the 
Commission, pursuant to Section 19(b)(2) of the Act,\11\ designates May 
15, 2021, as the date by which the Commission shall either approve or 
disapprove or the proposed rule change (File Number SR-NYSEArca-2020-
54), as modified by Amendment No. 1.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2).


[[Page 14779]]


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

    \12\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05556 Filed 3-17-21; 8:45 am]
BILLING CODE 8011-01-P

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