Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Rule 9232 and Rule 308-Equities, 35968-35972 [2023-11609]
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Federal Register / Vol. 88, No. 105 / Thursday, June 1, 2023 / Notices
received, they will be publicly filed as
an Exhibit 2 to this filing, as required by
Form 19b–4 and the General
Instructions thereto.
Persons submitting comments are
cautioned that, according to Section IV
(Solicitation of Comments) of the
Exhibit 1A in the General Instructions to
Form 19b–4, the Commission does not
edit personal identifying information
from comment submissions.
Commenters should submit only
information that they wish to make
available publicly, including their
name, email address, and any other
identifying information.
All prospective commenters should
follow the Commission’s instructions on
how to submit comments, available at
https://www.sec.gov/regulatory-actions/
how-to-submitcomments. General
questions regarding the rule filing
process or logistical questions regarding
this filing should be directed to the
Main Office of the Commission’s
Division of Trading and Markets at
tradingandmarkets@sec.gov or 202–
551–5777.
DTC reserve the right not to respond
to any comments received.
III. Date of Effectiveness of the
Proposed Rule Change, and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A) 21 of the Act and paragraph
(f) 22 of Rule 19b–4 thereunder. At any
time within 60 days of the filing of the
proposed rule change, the Commission
summarily may temporarily 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.
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:
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549.
22 17
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
Sherry R. Haywood,
Assistant Secretary.
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.
[FR Doc. 2023–11614 Filed 5–31–23; 8:45 am]
17:37 May 31, 2023
May 25, 2023.
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 16,
2023, NYSE American LLC (‘‘NYSE
American’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Rule 9232 and Rule 308-Equities to
reflect the consolidation of the
Acceptability Board with the Hearing
Board as defined in Rule 9232(b) and
make conforming changes. The
proposed rule 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
1 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
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[Release No. 34–97581; File No. SR–
NYSEAMER–2023–29]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Change To Amend Rule 9232 and Rule
308-Equities
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
DTC–2023–005 on the subject line.
21 15
SECURITIES AND EXCHANGE
COMMISSION
All submissions should refer to File
Number SR–DTC–2023–005. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of DTC and on DTCC’s website
(https://dtcc.com/legal/sec-rulefilings.aspx). Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to File
Number SR–DTC–2023–005 and should
be submitted on or before June 22, 2023.
BILLING CODE 8011–01–P
Electronic Comments
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Paper Comments
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Federal Register / Vol. 88, No. 105 / Thursday, June 1, 2023 / Notices
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
Rule 9232 (Criteria for Selection of
Panelists, Replacement Panelists, and
Floor-Based Panelists) and Rule 308Equities (Acceptability Proceedings) to
reflect the consolidation of the
Acceptability Board with the Hearing
Board as defined in Rule 9232(b) and
make conforming changes.
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Background
Pursuant to Rule 308-Equities(c),
Acceptability Committees are composed
of at least three persons who are
members of the Acceptability Board.
Rule 308-Equities establishes
procedures for Acceptability
Committees to consider applications
prior to disapproval by the Exchange
(a) of prospective members or member
organizations;
(b) of any prospective member,
principal executive, registered
representative, or other person required
by the Rules of the Exchange to be
approved by the Exchange for
employment or association with a
member or member organization;
(c) for any change in status of any
person which change requires Exchange
approval; and
(d) of any prospective non-member
broker/dealer accessee.
Rule 308-Equities(c) provides that the
Acceptability Board be appointed
annually by, in part, the Chair of the
Board of Directors (‘‘Board’’) subject to
the approval of the Board, and that it be
composed of such number of members
and principal executives of the
Exchange who are not members of the
Board, and registered employees and
non-registered employees of members
and member organizations, as the Chair
of the Board deems necessary.
Rule 9232 establishes procedures for
the selection and appointment of
panelists to a Hearing Panel as defined
in Rule 9120 (Definitions) to conduct
disciplinary proceedings and issue a
decision. Pursuant to Rule 9232(a), each
panelist, except for the Hearing Officer,
shall be a member of the Exchange
hearing board (‘‘Hearing Board’’)
provided for in Rule 9232(b). Rule
9232(b) states that the Board shall from
time to time appoint a Hearing Board to
be composed of such number of
members of the Exchange who are not
members of the Board and registered
employees and nonregistered employees
of member organizations or ATP
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17:37 May 31, 2023
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Holders.3 Pursuant to Rule 9232(b),
former members or registered and nonregistered employees of member
organizations or ATP Holders who have
retired from the securities industry may
be appointed to the Hearing Board. Rule
9232(b) further provides that the
members of the Hearing Board be
appointed annually.
All but one of the current members of
the Acceptability Board are also
members of the Hearing Board. Given
the overlap in the composition of the
Acceptability Board and the Hearing
Board, and the fact that the
Acceptability Board is appointed for no
other purpose than providing a ready
pool for staffing Acceptability
Committees, the Exchange has
determined to cease appointing a
separate Acceptability Board. In this
filing, the Exchange accordingly
proposes to amend Rule 308-Equities to
reflect the consolidation but retain the
current composition of Acceptability
Committees.
Rule 9232(b) provides that the
Hearing Board be appointed annually by
the Board and serve at their pleasure. By
contrast, Rule 308-Equities(c) provides
that the Acceptability Board be
appointed annually by the Chair, or
officer, employee or committee or board
to whom appropriate authority has been
delegated, subject to the approval of the
Board, to serve at the pleasure of the
Board. Despite the apparent difference,
the Exchange believes that as a practical
matter the proposed change is
consistent with current practice, as the
board to whom authority has been
delegated pursuant to Rule 308Equities(c) is the Board itself. As a
result, the Board appoints both the
Hearing Board and the Acceptability
Board. Moreover, the Exchange believes
that having the full Board make
appointments is the more conservative
option for appointing Hearing Board
members, who serve at the pleasure of
the Board.
3 ‘‘ATP’’ refers to an American Trading Permit
issued by the Exchange for effecting approved
securities transactions on the Exchange’s options
trading facilities. The term ‘‘ATP Holder’’ refers to
a natural person, sole proprietorship, partnership,
corporation, limited liability company or other
organization, in good standing, that has been issued
an ATP. See Rule 900.2NY (Definitions). See also
Securities Exchange Act Release No. 77241
(February 26, 2016), 81 FR 11311, n. 25 (March 3,
2016) (SR–NYSEMKT–2016–30), (Notice of Filing
and Immediate Effectiveness of Proposed Rule
Change Adopting Investigation, Disciplinary,
Sanction, and Other Procedural Rules Modeled on
the Rules of the New York Stock Exchange LLC and
Certain Conforming and Technical Changes) (noting
that equities members do not have employees, but
ATP Holders may be natural persons and may have
employees).
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Proposed Rule Change
The composition of and criteria for
appointment to both the Acceptability
Board and the Hearing Board are
substantially similar. Current Rule 308Equities(c) provides that the
Acceptability Board shall be composed
of ‘‘such number of members and
principal executives of the Exchange
who are not members of the Board of
Directors, and registered employees and
non-registered employees of members
and member organizations, as the
Chairman of the Board of the Exchange
shall deem necessary.’’ Rule 9232(b)
provides that the Hearing Board shall be
composed ‘‘of such number of members
of the Exchange who are not members
of the Exchange Board of Directors and
registered employees and nonregistered
employees of member organizations or
ATP Holders.’’ Rule 9232 further
provides that former members or
registered and non-registered employees
of member organizations or ATP
Holders who have retired from the
securities industry may be appointed to
the Hearing Board.
Amendments to Rule 308-Equities(c)
and (d)
Rule 308-Equities(c) would be
amended to provide that Acceptability
Committees will consist of at least three
persons that are members of the Hearing
Board and that are also members and
principal executives of the Exchange
who are not Board members, or that are
registered employees and non-registered
employees of member organizations, as
the Chair of the Board shall deem
necessary. Amended Rule 308Equities(c) would further clarify that the
term Chief Hearing Officer is defined in
Rule 9120(c).
As proposed, the Exchange would
consolidate the Acceptability Board and
the Hearing Board but would only
permit members and principal
executives of the Exchange who are not
members of the Board, or are registered
employees and non-registered
employees of member organizations, to
be appointed to Acceptability
Committees consistent with current
Rule 308-Equities(c).4
4 The references to registered or non-registered
employees of a member in the second paragraph of
Rule 308-Equities(d) would be deleted. As noted,
equities members do not have employees. See id.
The Exchange would retain the references to
registered or non-registered employees of a member
organization in that paragraph. Under the current
rules, former members or registered and nonregistered employees of member organizations or
ATP Holders who have retired from the securities
industry may be appointed to the Hearing Board but
may not be appointed to the Acceptability Board.
In turn, they may not be appointed to Acceptability
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Federal Register / Vol. 88, No. 105 / Thursday, June 1, 2023 / Notices
With the exception of the proposed
changes described above, the
substantive processes set forth in Rule
308-Equities for the appointment and
composition of individual Acceptability
Committees, including the requirement
that Acceptability Committees consist of
at least three persons meeting the
criteria set forth in subdivision (d) of
Rule 308-Equities selected by the Chief
Hearing Officer,5 would remain
unchanged.
To effectuate these changes, the
Exchange would replace ‘‘Acceptability
Board’’ with ‘‘Hearing Board’’ in Rule
308-Equities(c) and (d). In addition, the
Exchange would update Rule 308Equities(c) to add (c) after Rule 9120, to
more clearly refer to the definition of
Chief Hearing Officer in the Rule 9000
Series, the Exchange’s current
disciplinary rules. The second
paragraph in current Rule 308Equities(c), which sets forth the
appointment and composition
requirements for the Acceptability
Board, would be deleted. Proposed Rule
308-Equities(c) would read as follows
(new text italicized, deleted text
bracketed):
(c) All proceedings under this rule
shall be conducted in accordance with
the provisions of this rule and shall be
held before an Acceptability Committee
consisting of at least three persons being
members of the [Acceptability]Hearing
Board described in Rule 9232(b) that are
members and principal executives of the
Exchange who are not members of the
Board of Directors, or are registered
employees and non-registered
employees of member organizations, as
the Chair of the Board of the Exchange
shall deem necessary, to be selected by
the Chief Hearing Officer (as defined in
Rule 9120(c)) in accordance with
paragraph (d) of this rule.
[The Chairman of the Board of the
Exchange, or officer, employee or
committee or board to whom
appropriate authority has been
delegated, subject to the approval of the
Board of Directors, shall from time to
time appoint an Acceptability Board to
be composed of such number of
members and principal executives of the
Exchange who are not members of the
Board of Directors, and registered
employees and non-registered
employees of members and member
organizations, as the Chairman of the
Board of the Exchange shall deem
Committees. The proposed changes would exclude
them from Acceptability Committees as well.
5 Chief Hearing Officer is defined in Rule 9120(c).
The Chief Hearing Officer is currently a Financial
Industry Regulatory Authority, Inc. (‘‘FINRA’’)
employee appointed by the Board to serve the
functions specified in the Exchange’s rules.
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necessary. The members of the
Acceptability Board shall be appointed
annually and shall serve at the pleasure
of the Board of Directors.]
Finally, the references to the offices of
a member and the references to
employees of a member in Rule 308Equities(d) would be deleted, as
members of the Exchange’s equity
market do not have employees.6
Amendments to Rule 9232(a) and (b)
In 2016, the Exchange adopted Rule
9232 as part of its adoption of rules
relating to investigation, discipline, and
sanctions, and other procedural rules
based on the rules of FINRA and the
New York Stock Exchange LLC
(‘‘NYSE’’).7 Current Rule 9232(b)
provides that the Hearing Board shall be
‘‘composed of such number of members
of the Exchange who are not members
of the Exchange Board of Directors and
registered employees and nonregistered
employees of member organizations or
ATP Holders.’’ The Rule further
provides that former members or
registered and non-registered employees
of member organizations or ATP
Holders who have retired from the
securities industry may be appointed to
the Hearing Board.
The Exchange has determined to
update the Rule to include principal
executives on the Hearing Board so long
as they are not members of the Board,
and permit principal executives who
have retired from the securities industry
to be appointed to the Hearing Board.
The addition would be consistent with
current and proposed Rule 308Equities(c), which allow principal
executives of the Exchange to serve on
an Acceptability Committee.8
In addition, Hearing Board is
currently lower case in Rule 9232(a) and
(b). The Exchange proposes to capitalize
the term.
Proposed Rule 9232(a) and (b) would
read as follows (new text italicized,
deleted text bracketed):
(a) Each Panelist shall be a person of
integrity and judgment and, other than
the Hearing Officer, shall be a member
of the Exchange [h]Hearing [b]Board as
provided in paragraph (b). At least one
Panelist shall be engaged in securities
6 See
81 FR 11311, supra note 3.
id., 11325–11326.
8 The proposed addition of ‘‘principal executives’’
is consistent with NYSE Rule 9232, as recently
revised. See NYSE Rule 9232(b) (Criteria for
Selection of Panelists, Replacement Panelists, and
Floor-Based Panelists), and Securities Exchange Act
Release No. 97206 (March 27, 2023), 88 FR 19334
(March 31, 2023) (SR–NYSE–2023–19) (Notice of
Filing and Immediate Effectiveness of Proposed
Rule Change to Amend Rule 308 as Defined in Rule
9232(b) and Delete and Replace Certain Obsolete
References).
7 See
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activities differing from that of the
Respondent or, if retired, was so
engaged in differing activities at the
time of retirement.
(b) The Exchange Board of Directors
shall from time to time appoint a
[h]Hearing [b]Board to be composed of
such number of members and principal
executives of the Exchange who are not
members of the Exchange Board of
Directors and registered employees and
nonregistered employees of member
organizations or ATP Holders. Former
members, principal executives, or
registered and non-registered employees
of member organizations or ATP
Holders who have retired from the
securities industry may be appointed to
the [h]Hearing [b]Board. The members
of the [h]Hearing [b]Board shall be
appointed annually and shall serve at
the pleasure of the Exchange Board of
Directors.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,9 in general, and
furthers the objectives of 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 Act and to comply,
and to enforce compliance by its
exchange members and persons
associated with its exchange members,
with the provisions of the Act, the rules
and regulations thereunder, and the
rules of the Exchange. 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. In addition, the
Exchange believes that the proposed
rule change is designed to provide fair
procedures for the denial of
membership to any person seeking
Exchange membership, the barring of
any person from becoming associated
with a member, and the prohibition or
limitation by the Exchange of any
person with respect to access to services
offered by the Exchange or a member
thereof, consistent with the objectives of
9 15
U.S.C. 78f(b).
U.S.C. 78f(b)(1).
11 15 U.S.C. 78f(b)(5).
10 15
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Federal Register / Vol. 88, No. 105 / Thursday, June 1, 2023 / Notices
Section 6(b)(7) 12 and Section 6(d)(2) 13
of the Act.
Amending Rule 308-Equities to reflect
the consolidation of the Acceptability
Board with the Hearing Board would
continue to contribute to the orderly
operation of the Exchange. As proposed,
given the overlap in the membership of
the two boards, the Exchange would
appoint the same individuals to a single
board that would be available to serve
on both Hearing Panels for disciplinary
actions (the Hearing Board’s current
function) and Acceptability Committees
for acceptability hearings (the
Acceptability Board’s sole current
function). The proposed change would
streamline the process of appointing
individuals to boards charged with
specific functions under the Exchange’s
rules and eliminate duplication in the
appointment of Exchange boards, which
would enable the Exchange to continue
to be so organized as to have the
capacity to carry out the purposes of the
Act and comply with the provisions of
the Act by its members and persons
associated with members, thereby
furthering the objectives of Section
6(b)(1) 14 of the Act.
The Exchange further believes that the
proposed change would be beneficial to
both investors and the public interest,
thereby promoting the maintenance of a
fair and orderly market and the
protection of investors and the public
interest consistent with Section 6(b)(5)
of the Act.15 The proposed changes
would continue to permit the
appointment of individuals that meet
the same qualifications and
requirements to consider applications
prior to disapproval by the Exchange
under current Rule 308-Equities.16 More
specifically, the Exchange believes that
there would be no material difference
between the requirements for
Acceptability Board composition under
current Rule 308-Equities(c) and
proposed Rule 9232(b) insofar as both
rules require that the applicable body be
composed of (1) members and principal
executives of the Exchange who are not
members of the Board, and (2) registered
employees and non-registered
employees of member organizations or,
in the case of Rule 9232, ATP Holders.17
Proposed Rule 308-Equities(c) makes it
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12 15
U.S.C. 78f(b)(7).
U.S.C. 78f(d)(2).
14 15 U.S.C. 78f(b)(1).
15 15 U.S.C. 78f(b)(5).
16 As discussed, the proposed change would not
include employees of members. This is not a
substantive change, because equities members do
not have employees. See supra note 4.
17 Rule 308-Equities applies only to the equities
market. Rule 9232 governs disciplinary proceedings
for both the equities and options markets.
clear that the proposed Acceptability
Committee can only include members
and principal executives of the
Exchange who are members of the Board
of Directors, or that are registered
employees and non-registered
employees of member organizations.
Both rules also require that the board be
appointed annually and serve at the
pleasure of the Board, so there will be
no change in the frequency of
appointment.
Moreover, the Exchange believes that
as a practical matter the proposed
change is consistent with current
practice, as the board to whom authority
has been delegated pursuant to Rule
308-Equities(c) is the Board itself, and
as a result the Board appoints both the
Hearing Board and the Acceptability
Board. The Exchange believes that
having the full Board make
appointments is the more conservative
option for appointing Hearing Board
members, who serve at the pleasure of
the Board. For this reason, the Exchange
believes that the proposed change
would be beneficial to both investors
and the public interest, thereby
promoting the maintenance of a fair and
orderly market and the protection of
investors and the public interest. In
addition, because the substance and
process set forth in Rule 308-Equities
would remain unchanged, the Exchange
believes that the proposed changes
would continue to provide fair
procedures for the denial of
membership to any person seeking
Exchange membership, the barring of
any person from becoming associated
with a member, and the prohibition or
limitation by the Exchange of any
person with respect to access to services
offered by the Exchange or a member
thereof consistent with the objectives of
Section 6(b)(7) 18 and Section 6(d)(2) 19
of the Act.
The Exchange has also determined to
update proposed Rule 9232 to include
principal executives on the Hearing
Board so long as they are not members
of the Board, and permit principal
executives who have retired from the
securities industry to be appointed to
the Hearing Board. The addition would
be consistent with current and proposed
Rule 308-Equities(c), which allow
principal executives of the Exchange to
serve on an Acceptability Committee.20
13 15
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18 15
U.S.C. 78f(b)(7).
U.S.C. 78f(d)(2).
20 The proposed addition of ‘‘principal
executives’’ is consistent with NYSE Rule 9232, as
recently revised. See NYSE Rule 9232(b) (Criteria
for Selection of Panelists, Replacement Panelists,
and Floor-Based Panelists), and Securities Exchange
Act Release No. 97206 (March 27, 2023), 88 FR
19334 (March 31, 2023) (SR–NYSE–2023–19)
19 15
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35971
The Exchange believes that this
consistency would be beneficial to both
investors and the public interest,
thereby promoting the maintenance of a
fair and orderly market and the
protection of investors and the public
interest consistent with Section 6(b)(5)
of the Act.21
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 Act. The
proposed rule change is not intended to
address competitive issues but rather is
concerned solely with streamlining the
process of appointing individuals to
boards charged with specific functions
under the Exchange’s rules and
eliminating duplication in the
appointment of Exchange boards and
with deleting and, where applicable,
replacing, references to obsolete
references in its rules.
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 Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A) of the Act 22 and Rule 19b–
4(f)(6) 23 thereunder. Because the
foregoing proposed rule change does
not: (i) significantly affect the protection
of investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
for 30 days from the date on which it
was filed, or such shorter time as the
Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 24 and Rule 19b–
4(f)(6) 25 thereunder.
(Notice of Filing and Immediate Effectiveness of
Proposed Rule Change to Amend Rule 308 as
Defined in Rule 9232(b) and Delete and Replace
Certain Obsolete References).
21 15 U.S.C. 78f(b)(5).
22 15 U.S.C. 78(b)(3)(A).
23 17 CFR 240.19b–4(f)(6).
24 15 U.S.C. 78s(b)(3)(A).
25 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
E:\FR\FM\01JNN1.SGM
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01JNN1
35972
Federal Register / Vol. 88, No. 105 / Thursday, June 1, 2023 / Notices
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily 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 will institute proceedings
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:
ddrumheller on DSK120RN23PROD with NOTICES1
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–2023–29 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–2023–29. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. Do not include
personal identifiable information in
submissions; you should submit only
information that you wish to make
available publicly. We may redact in
part or withhold entirely from
publication submitted material that is
obscene or subject to copyright
protection. All submissions should refer
to File Number SR–NYSEAMER–2023–
29 and should be submitted on or before
June 22, 2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.26
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–11609 Filed 5–31–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97584; File No. SR–
CboeBZX–2023–035]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Update Its
Fees Schedule
May 25, 2023.
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 15,
2023, Cboe BZX Exchange, Inc.
(‘‘Exchange’’ or ‘‘BZX’’) filed with the
Securities and Exchange Commission
(‘‘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 BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) proposes to
update its Fees Schedule. 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://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
26 17
as designated by the Commission. The Exchange
has satisfied this requirement.
VerDate Sep<11>2014
17:37 May 31, 2023
Jkt 259001
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00148
Fmt 4703
Sfmt 4703
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.
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
Market Data section of its Fees
Schedule.3 Particularly, the Exchange
proposes to (i) adopt a New External
Credit applicable to BZX Options Top,
(ii) adopt a credit towards the monthly
Distribution fees for BZX Options Top,
(iii) modify the BZX Options Top
Enterprise Fee; and (iv) establish fees for
Cboe One Options Feed.
BZX Top Data
By way of background, the Exchange
offers the BZX Options Top Data feed,
which is an uncompressed data feed
that offers top-of-book quotations and
last sale information based on options
orders entered into the Exchange’s
System. The BZX Options Top Data feed
benefits investors by facilitating their
prompt access to real-time top-of-book
information contained in BZX Options
Top Data. The Exchange’s affiliated
options exchanges (i.e., Cboe Exchange,
Inc. (‘‘Cboe Options’’), Cboe C2
Exchange, Inc. (‘‘C2 Options’’), and
Cboe EDGX Exchange, Inc. (‘‘EDGX
Options’’) (collectively, ‘‘Affiliates’’ and
together with the Exchange, ‘‘Cboe
Options Exchanges’’) also offer similar
top-of-book data feeds.4 Particularly,
each of the Exchange’s Affiliates offer
top-of-book quotation and last sale
information based on their own
quotation and trading activity that is
substantially similar to the information
provided by the Exchange through the
3 The Exchange initially filed the proposed fee
changes on March 1, 2023 (SR–CboeBZX–2023–
018). On March 3, 2023, the Exchange withdrew
that filing and submitted SR–CboeBZX–2023–019.
On March 16, 2023, the Exchange withdrew that
filing and submitted and submitted SR–CboeBZX–
2023–021. On May 15, 2023, the Exchange
withdrew that filing and submitted this proposal.
4 See Cboe Options Fees Schedule, C2 Options
Fees Schedule, and EDGX Rule 21.15.
E:\FR\FM\01JNN1.SGM
01JNN1
]]>Agencies
[Federal Register Volume 88, Number 105 (Thursday, June 1, 2023)]
[Notices]
[Pages 35968-35972]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-11609]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97581; File No. SR-NYSEAMER-2023-29]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change To Amend Rule
9232 and Rule 308-Equities
May 25, 2023.
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 16, 2023, NYSE American LLC (``NYSE American'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and II 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 Substance
of the Proposed Rule Change
The Exchange proposes to amend Rule 9232 and Rule 308-Equities to
reflect the consolidation of the Acceptability Board with the Hearing
Board as defined in Rule 9232(b) and make conforming changes. The
proposed rule 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.
[[Page 35969]]
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 Rule 9232 (Criteria for Selection of
Panelists, Replacement Panelists, and Floor-Based Panelists) and Rule
308-Equities (Acceptability Proceedings) to reflect the consolidation
of the Acceptability Board with the Hearing Board as defined in Rule
9232(b) and make conforming changes.
Background
Pursuant to Rule 308-Equities(c), Acceptability Committees are
composed of at least three persons who are members of the Acceptability
Board. Rule 308-Equities establishes procedures for Acceptability
Committees to consider applications prior to disapproval by the
Exchange
(a) of prospective members or member organizations;
(b) of any prospective member, principal executive, registered
representative, or other person required by the Rules of the Exchange
to be approved by the Exchange for employment or association with a
member or member organization;
(c) for any change in status of any person which change requires
Exchange approval; and
(d) of any prospective non-member broker/dealer accessee.
Rule 308-Equities(c) provides that the Acceptability Board be
appointed annually by, in part, the Chair of the Board of Directors
(``Board'') subject to the approval of the Board, and that it be
composed of such number of members and principal executives of the
Exchange who are not members of the Board, and registered employees and
non-registered employees of members and member organizations, as the
Chair of the Board deems necessary.
Rule 9232 establishes procedures for the selection and appointment
of panelists to a Hearing Panel as defined in Rule 9120 (Definitions)
to conduct disciplinary proceedings and issue a decision. Pursuant to
Rule 9232(a), each panelist, except for the Hearing Officer, shall be a
member of the Exchange hearing board (``Hearing Board'') provided for
in Rule 9232(b). Rule 9232(b) states that the Board shall from time to
time appoint a Hearing Board to be composed of such number of members
of the Exchange who are not members of the Board and registered
employees and nonregistered employees of member organizations or ATP
Holders.\3\ Pursuant to Rule 9232(b), former members or registered and
non-registered employees of member organizations or ATP Holders who
have retired from the securities industry may be appointed to the
Hearing Board. Rule 9232(b) further provides that the members of the
Hearing Board be appointed annually.
---------------------------------------------------------------------------
\3\ ``ATP'' refers to an American Trading Permit issued by the
Exchange for effecting approved securities transactions on the
Exchange's options trading facilities. The term ``ATP Holder''
refers to a natural person, sole proprietorship, partnership,
corporation, limited liability company or other organization, in
good standing, that has been issued an ATP. See Rule 900.2NY
(Definitions). See also Securities Exchange Act Release No. 77241
(February 26, 2016), 81 FR 11311, n. 25 (March 3, 2016) (SR-NYSEMKT-
2016-30), (Notice of Filing and Immediate Effectiveness of Proposed
Rule Change Adopting Investigation, Disciplinary, Sanction, and
Other Procedural Rules Modeled on the Rules of the New York Stock
Exchange LLC and Certain Conforming and Technical Changes) (noting
that equities members do not have employees, but ATP Holders may be
natural persons and may have employees).
---------------------------------------------------------------------------
All but one of the current members of the Acceptability Board are
also members of the Hearing Board. Given the overlap in the composition
of the Acceptability Board and the Hearing Board, and the fact that the
Acceptability Board is appointed for no other purpose than providing a
ready pool for staffing Acceptability Committees, the Exchange has
determined to cease appointing a separate Acceptability Board. In this
filing, the Exchange accordingly proposes to amend Rule 308-Equities to
reflect the consolidation but retain the current composition of
Acceptability Committees.
Rule 9232(b) provides that the Hearing Board be appointed annually
by the Board and serve at their pleasure. By contrast, Rule 308-
Equities(c) provides that the Acceptability Board be appointed annually
by the Chair, or officer, employee or committee or board to whom
appropriate authority has been delegated, subject to the approval of
the Board, to serve at the pleasure of the Board. Despite the apparent
difference, the Exchange believes that as a practical matter the
proposed change is consistent with current practice, as the board to
whom authority has been delegated pursuant to Rule 308-Equities(c) is
the Board itself. As a result, the Board appoints both the Hearing
Board and the Acceptability Board. Moreover, the Exchange believes that
having the full Board make appointments is the more conservative option
for appointing Hearing Board members, who serve at the pleasure of the
Board.
Proposed Rule Change
The composition of and criteria for appointment to both the
Acceptability Board and the Hearing Board are substantially similar.
Current Rule 308-Equities(c) provides that the Acceptability Board
shall be composed of ``such number of members and principal executives
of the Exchange who are not members of the Board of Directors, and
registered employees and non-registered employees of members and member
organizations, as the Chairman of the Board of the Exchange shall deem
necessary.'' Rule 9232(b) provides that the Hearing Board shall be
composed ``of such number of members of the Exchange who are not
members of the Exchange Board of Directors and registered employees and
nonregistered employees of member organizations or ATP Holders.'' Rule
9232 further provides that former members or registered and non-
registered employees of member organizations or ATP Holders who have
retired from the securities industry may be appointed to the Hearing
Board.
Amendments to Rule 308-Equities(c) and (d)
Rule 308-Equities(c) would be amended to provide that Acceptability
Committees will consist of at least three persons that are members of
the Hearing Board and that are also members and principal executives of
the Exchange who are not Board members, or that are registered
employees and non-registered employees of member organizations, as the
Chair of the Board shall deem necessary. Amended Rule 308-Equities(c)
would further clarify that the term Chief Hearing Officer is defined in
Rule 9120(c).
As proposed, the Exchange would consolidate the Acceptability Board
and the Hearing Board but would only permit members and principal
executives of the Exchange who are not members of the Board, or are
registered employees and non-registered employees of member
organizations, to be appointed to Acceptability Committees consistent
with current Rule 308-Equities(c).\4\
---------------------------------------------------------------------------
\4\ The references to registered or non-registered employees of
a member in the second paragraph of Rule 308-Equities(d) would be
deleted. As noted, equities members do not have employees. See id.
The Exchange would retain the references to registered or non-
registered employees of a member organization in that paragraph.
Under the current rules, former members or registered and non-
registered employees of member organizations or ATP Holders who have
retired from the securities industry may be appointed to the Hearing
Board but may not be appointed to the Acceptability Board. In turn,
they may not be appointed to Acceptability Committees. The proposed
changes would exclude them from Acceptability Committees as well.
---------------------------------------------------------------------------
[[Page 35970]]
With the exception of the proposed changes described above, the
substantive processes set forth in Rule 308-Equities for the
appointment and composition of individual Acceptability Committees,
including the requirement that Acceptability Committees consist of at
least three persons meeting the criteria set forth in subdivision (d)
of Rule 308-Equities selected by the Chief Hearing Officer,\5\ would
remain unchanged.
---------------------------------------------------------------------------
\5\ Chief Hearing Officer is defined in Rule 9120(c). The Chief
Hearing Officer is currently a Financial Industry Regulatory
Authority, Inc. (``FINRA'') employee appointed by the Board to serve
the functions specified in the Exchange's rules.
---------------------------------------------------------------------------
To effectuate these changes, the Exchange would replace
``Acceptability Board'' with ``Hearing Board'' in Rule 308-Equities(c)
and (d). In addition, the Exchange would update Rule 308-Equities(c) to
add (c) after Rule 9120, to more clearly refer to the definition of
Chief Hearing Officer in the Rule 9000 Series, the Exchange's current
disciplinary rules. The second paragraph in current Rule 308-
Equities(c), which sets forth the appointment and composition
requirements for the Acceptability Board, would be deleted. Proposed
Rule 308-Equities(c) would read as follows (new text italicized,
deleted text bracketed):
(c) All proceedings under this rule shall be conducted in
accordance with the provisions of this rule and shall be held before an
Acceptability Committee consisting of at least three persons being
members of the [Acceptability]Hearing Board described in Rule 9232(b)
that are members and principal executives of the Exchange who are not
members of the Board of Directors, or are registered employees and non-
registered employees of member organizations, as the Chair of the Board
of the Exchange shall deem necessary, to be selected by the Chief
Hearing Officer (as defined in Rule 9120(c)) in accordance with
paragraph (d) of this rule.
[The Chairman of the Board of the Exchange, or officer, employee or
committee or board to whom appropriate authority has been delegated,
subject to the approval of the Board of Directors, shall from time to
time appoint an Acceptability Board to be composed of such number of
members and principal executives of the Exchange who are not members of
the Board of Directors, and registered employees and non-registered
employees of members and member organizations, as the Chairman of the
Board of the Exchange shall deem necessary. The members of the
Acceptability Board shall be appointed annually and shall serve at the
pleasure of the Board of Directors.]
Finally, the references to the offices of a member and the
references to employees of a member in Rule 308-Equities(d) would be
deleted, as members of the Exchange's equity market do not have
employees.\6\
---------------------------------------------------------------------------
\6\ See 81 FR 11311, supra note 3.
---------------------------------------------------------------------------
Amendments to Rule 9232(a) and (b)
In 2016, the Exchange adopted Rule 9232 as part of its adoption of
rules relating to investigation, discipline, and sanctions, and other
procedural rules based on the rules of FINRA and the New York Stock
Exchange LLC (``NYSE'').\7\ Current Rule 9232(b) provides that the
Hearing Board shall be ``composed of such number of members of the
Exchange who are not members of the Exchange Board of Directors and
registered employees and nonregistered employees of member
organizations or ATP Holders.'' The Rule further provides that former
members or registered and non-registered employees of member
organizations or ATP Holders who have retired from the securities
industry may be appointed to the Hearing Board.
---------------------------------------------------------------------------
\7\ See id., 11325-11326.
---------------------------------------------------------------------------
The Exchange has determined to update the Rule to include principal
executives on the Hearing Board so long as they are not members of the
Board, and permit principal executives who have retired from the
securities industry to be appointed to the Hearing Board. The addition
would be consistent with current and proposed Rule 308-Equities(c),
which allow principal executives of the Exchange to serve on an
Acceptability Committee.\8\
---------------------------------------------------------------------------
\8\ The proposed addition of ``principal executives'' is
consistent with NYSE Rule 9232, as recently revised. See NYSE Rule
9232(b) (Criteria for Selection of Panelists, Replacement Panelists,
and Floor-Based Panelists), and Securities Exchange Act Release No.
97206 (March 27, 2023), 88 FR 19334 (March 31, 2023) (SR-NYSE-2023-
19) (Notice of Filing and Immediate Effectiveness of Proposed Rule
Change to Amend Rule 308 as Defined in Rule 9232(b) and Delete and
Replace Certain Obsolete References).
---------------------------------------------------------------------------
In addition, Hearing Board is currently lower case in Rule 9232(a)
and (b). The Exchange proposes to capitalize the term.
Proposed Rule 9232(a) and (b) would read as follows (new text
italicized, deleted text bracketed):
(a) Each Panelist shall be a person of integrity and judgment and,
other than the Hearing Officer, shall be a member of the Exchange
[h]Hearing [b]Board as provided in paragraph (b). At least one Panelist
shall be engaged in securities activities differing from that of the
Respondent or, if retired, was so engaged in differing activities at
the time of retirement.
(b) The Exchange Board of Directors shall from time to time appoint
a [h]Hearing [b]Board to be composed of such number of members and
principal executives of the Exchange who are not members of the
Exchange Board of Directors and registered employees and nonregistered
employees of member organizations or ATP Holders. Former members,
principal executives, or registered and non-registered employees of
member organizations or ATP Holders who have retired from the
securities industry may be appointed to the [h]Hearing [b]Board. The
members of the [h]Hearing [b]Board shall be appointed annually and
shall serve at the pleasure of the Exchange Board of Directors.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and furthers the
objectives of 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 Act and to comply, and to enforce
compliance by its exchange members and persons associated with its
exchange members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. 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. In addition, the Exchange believes that the proposed
rule change is designed to provide fair procedures for the denial of
membership to any person seeking Exchange membership, the barring of
any person from becoming associated with a member, and the prohibition
or limitation by the Exchange of any person with respect to access to
services offered by the Exchange or a member thereof, consistent with
the objectives of
[[Page 35971]]
Section 6(b)(7) \12\ and Section 6(d)(2) \13\ of the Act.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(1).
\11\ 15 U.S.C. 78f(b)(5).
\12\ 15 U.S.C. 78f(b)(7).
\13\ 15 U.S.C. 78f(d)(2).
---------------------------------------------------------------------------
Amending Rule 308-Equities to reflect the consolidation of the
Acceptability Board with the Hearing Board would continue to contribute
to the orderly operation of the Exchange. As proposed, given the
overlap in the membership of the two boards, the Exchange would appoint
the same individuals to a single board that would be available to serve
on both Hearing Panels for disciplinary actions (the Hearing Board's
current function) and Acceptability Committees for acceptability
hearings (the Acceptability Board's sole current function). The
proposed change would streamline the process of appointing individuals
to boards charged with specific functions under the Exchange's rules
and eliminate duplication in the appointment of Exchange boards, which
would enable the Exchange to continue to be so organized as to have the
capacity to carry out the purposes of the Act and comply with the
provisions of the Act by its members and persons associated with
members, thereby furthering the objectives of Section 6(b)(1) \14\ of
the Act.
---------------------------------------------------------------------------
\14\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
The Exchange further believes that the proposed change would be
beneficial to both investors and the public interest, thereby promoting
the maintenance of a fair and orderly market and the protection of
investors and the public interest consistent with Section 6(b)(5) of
the Act.\15\ The proposed changes would continue to permit the
appointment of individuals that meet the same qualifications and
requirements to consider applications prior to disapproval by the
Exchange under current Rule 308-Equities.\16\ More specifically, the
Exchange believes that there would be no material difference between
the requirements for Acceptability Board composition under current Rule
308-Equities(c) and proposed Rule 9232(b) insofar as both rules require
that the applicable body be composed of (1) members and principal
executives of the Exchange who are not members of the Board, and (2)
registered employees and non-registered employees of member
organizations or, in the case of Rule 9232, ATP Holders.\17\ Proposed
Rule 308-Equities(c) makes it clear that the proposed Acceptability
Committee can only include members and principal executives of the
Exchange who are members of the Board of Directors, or that are
registered employees and non-registered employees of member
organizations. Both rules also require that the board be appointed
annually and serve at the pleasure of the Board, so there will be no
change in the frequency of appointment.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78f(b)(5).
\16\ As discussed, the proposed change would not include
employees of members. This is not a substantive change, because
equities members do not have employees. See supra note 4.
\17\ Rule 308-Equities applies only to the equities market. Rule
9232 governs disciplinary proceedings for both the equities and
options markets.
---------------------------------------------------------------------------
Moreover, the Exchange believes that as a practical matter the
proposed change is consistent with current practice, as the board to
whom authority has been delegated pursuant to Rule 308-Equities(c) is
the Board itself, and as a result the Board appoints both the Hearing
Board and the Acceptability Board. The Exchange believes that having
the full Board make appointments is the more conservative option for
appointing Hearing Board members, who serve at the pleasure of the
Board. For this reason, the Exchange believes that the proposed change
would be beneficial to both investors and the public interest, thereby
promoting the maintenance of a fair and orderly market and the
protection of investors and the public interest. In addition, because
the substance and process set forth in Rule 308-Equities would remain
unchanged, the Exchange believes that the proposed changes would
continue to provide fair procedures for the denial of membership to any
person seeking Exchange membership, the barring of any person from
becoming associated with a member, and the prohibition or limitation by
the Exchange of any person with respect to access to services offered
by the Exchange or a member thereof consistent with the objectives of
Section 6(b)(7) \18\ and Section 6(d)(2) \19\ of the Act.
---------------------------------------------------------------------------
\18\ 15 U.S.C. 78f(b)(7).
\19\ 15 U.S.C. 78f(d)(2).
---------------------------------------------------------------------------
The Exchange has also determined to update proposed Rule 9232 to
include principal executives on the Hearing Board so long as they are
not members of the Board, and permit principal executives who have
retired from the securities industry to be appointed to the Hearing
Board. The addition would be consistent with current and proposed Rule
308-Equities(c), which allow principal executives of the Exchange to
serve on an Acceptability Committee.\20\ The Exchange believes that
this consistency would be beneficial to both investors and the public
interest, thereby promoting the maintenance of a fair and orderly
market and the protection of investors and the public interest
consistent with Section 6(b)(5) of the Act.\21\
---------------------------------------------------------------------------
\20\ The proposed addition of ``principal executives'' is
consistent with NYSE Rule 9232, as recently revised. See NYSE Rule
9232(b) (Criteria for Selection of Panelists, Replacement Panelists,
and Floor-Based Panelists), and Securities Exchange Act Release No.
97206 (March 27, 2023), 88 FR 19334 (March 31, 2023) (SR-NYSE-2023-
19) (Notice of Filing and Immediate Effectiveness of Proposed Rule
Change to Amend Rule 308 as Defined in Rule 9232(b) and Delete and
Replace Certain Obsolete References).
\21\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with streamlining the process of appointing individuals to
boards charged with specific functions under the Exchange's rules and
eliminating duplication in the appointment of Exchange boards and with
deleting and, where applicable, replacing, references to obsolete
references in its rules.
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 Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \22\ and Rule 19b-4(f)(6) \23\ thereunder.
Because the foregoing proposed rule change does not: (i) significantly
affect the protection of investors or the public interest; (ii) impose
any significant burden on competition; and (iii) become operative for
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, it has become effective pursuant to
Section 19(b)(3)(A) of the Act \24\ and Rule 19b-4(f)(6) \25\
thereunder.
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\22\ 15 U.S.C. 78(b)(3)(A).
\23\ 17 CFR 240.19b-4(f)(6).
\24\ 15 U.S.C. 78s(b)(3)(A).
\25\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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[[Page 35972]]
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily 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 will institute proceedings 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 [email protected]. Please include
File Number SR-NYSEAMER-2023-29 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-2023-29. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to File Number SR-NYSEAMER-2023-29 and should be submitted
on or before June 22, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-11609 Filed 5-31-23; 8:45 am]
BILLING CODE 8011-01-P
