Proposed Collection; Comment Request; Reinstatement Without Change: Reports of Evidence of Material Violations, 101673-101674 [2024-29477]

Download as PDF Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices IV. Conclusion On the basis of the foregoing, the Commission finds that the proposed rule change is consistent with the requirements of the Act, and in particular, Section 17A(b)(3)(F) of the Act 94 and Rule 17Ad–22(e)(7) 95 and (e)(16) thereunder.96 It is therefore ordered pursuant to Section 19(b)(2) of the Act that the proposed rule change (SR–ICC–2024– 005) be, and hereby is, approved.97 For the Commission by the Division of Trading and Markets, pursuant to delegated authority.98 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–29474 Filed 12–13–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101870; File No. SR– CBOE–2024–047] Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change To Amend Its Rules Regarding the Types of Complex Orders Available for Flexible Exchange Options (‘‘FLEX’’) Trading at the Exchange For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.6 Sherry R. Haywood, Assistant Secretary. December 10, 2024. SECURITIES AND EXCHANGE COMMISSION On October 11, 2024, Cboe Exchange, Inc. (‘‘Cboe Options’’ or the ‘‘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 adopt rules to govern new types of complex orders available for FLEX trading. The proposed rule change was published for comment in the Federal Register on October 30, 2024.3 Section 19(b)(2) of the Act 4 provides that, within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its 94 15 U.S.C. 78q–1(b)(3)(F). CFR 240.17Ad–22(e)(7). 96 17 CFR 240.17Ad–22(e)(16). 97 In approving the proposed rule change, the Commission considered the proposal’s impacts on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 98 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 101428 (October 24, 2024), 89 FR 86393. 4 15 U.S.C. 78s(b)(2). 95 17 lotter on DSK11XQN23PROD with NOTICES1 reasons for so finding, or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the notice for this proposed rule change is December 14, 2024. The Commission is extending this 45-day time period. The Commission finds that it is appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,5 designates January 28, 2025, as the date by which the Commission shall either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change (File No. SR– CBOE–2024–047). VerDate Sep<11>2014 17:41 Dec 13, 2024 Jkt 265001 [FR Doc. 2024–29473 Filed 12–13–24; 8:45 am] BILLING CODE 8011–01–P Sunshine Act Meetings Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94–409, that the Securities and Exchange Commission will hold an Open Meeting on Wednesday, December 18, 2024, at 10:00 a.m. (ET). PLACE: The meeting will be webcast on the Commission’s website at www.sec.gov. STATUS: This meeting will begin at 10:00 a.m. (ET) and will be open to the public via webcast on the Commission’s website at www.sec.gov. MATTERS TO BE CONSIDERED: 1. The Commission will consider whether to approve the 2025 Final Budget and Accounting Support Fee for the Public Company Accounting Oversight Board CONTACT PERSON FOR MORE INFORMATION: For further information, please contact Vanessa A. Countryman from the Office of the Secretary at (202) 551–5400. TIME AND DATE: (Authority: 5 U.S.C. 552b.) 5 Id. 6 17 PO 00000 CFR 200.30–3(a)(31). Frm 00125 Fmt 4703 Sfmt 4703 101673 Dated: December 11, 2024. Vanessa A. Countryman, Secretary. [FR Doc. 2024–29635 Filed 12–12–24; 4:15 pm] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–514, OMB Control No. 3235–0572] Proposed Collection; Comment Request; Reinstatement Without Change: Reports of Evidence of Material Violations Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Notice is hereby given that pursuant to the Paperwork Reduction Act (PRA) of 1995, 44 U.S.C. 3501–3520, the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit the existing collection of information to the Office of Management and Budget for reinstatement without change. On February 6, 2003, the Commission published final rules, effective August 5, 2003, entitled ‘‘Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer’’ (17 CFR 205.1–205.7). The information collection embedded in the rules is necessary to implement the Standards of Professional Conduct for Attorneys prescribed by the rule and required by Section 307 of the SarbanesOxley Act of 2002 (15 U.S.C. 7245). The rules impose an ‘‘up-the-ladder’’ reporting requirement when attorneys appearing and practicing before the Commission become aware of evidence of a material violation by the issuer or any officer, director, employee, or agent of the issuer. An issuer may choose to establish a qualified legal compliance committee (‘‘QLCC’’) as an alternative procedure for reporting evidence of a material violation. In the rare cases in which a majority of a QLCC has concluded that an issuer did not act appropriately, the information may be communicated to the Commission. The collection of information is, therefore, an important component of the Commission’s program to discourage violations of the federal securities laws and promote ethical behavior of attorneys appearing and practicing before the Commission. E:\FR\FM\16DEN1.SGM 16DEN1 101674 Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices lotter on DSK11XQN23PROD with NOTICES1 This information collection requirement was previously approved by OMB, but the approval expired on November 30, 2021. Accordingly, the Commission will request a reinstatement without change of OMB’s approval. The respondents to this collection of information are attorneys who appear and practice before the Commission and, in certain cases, the issuer, and/or officers, directors and committees of the issuer. We believe that, in providing quality representation to issuers, attorneys report evidence of violations to others within the issuer, including the Chief Legal Officer, the Chief Executive Officer, and, where necessary, the directors. In addition, officers and directors investigate evidence of violations and report within the issuer the results of the investigation and the remedial steps they have taken or sanctions they have imposed. Except as discussed below, we therefore believe that the reporting requirements imposed by the rule are ‘‘usual and customary’’ activities that do not add to the burden that would be imposed by the collection of information. Certain aspects of the collection of information, however, may impose a burden. For an issuer to establish a QLCC, the QLCC must adopt written procedures for the confidential receipt, retention, and consideration of any report of evidence of a material violation. We estimate for purposes of the PRA that there are approximately 11,484 issuers that are subject to the rules.1 Of these, we estimate that approximately 346, which is approximately 3 percent, have established or will establish a QLCC.2 Establishing the written procedures required by the rule should not impose a significant burden. We assume that an issuer would incur a greater burden in the year that it first establishes the procedures than in subsequent years, in which the burden would be incurred in updating, reviewing, or modifying the procedures. For purposes of the PRA, we assume that an issuer would spend 6 hours every three-year period on the procedures. This would result in an average burden of 2 hours per year. Thus, we estimate for purposes of the PRA that the total annual burden 1 This figure is based on the estimated 8,230 operating companies that filed annual reports on Form 10–K, Form 20–F, or Form 40–F during the 2023 calendar year, and the estimated 3,254 investment companies that filed periodic reports on Form N–CEN during that same period. 2 This estimate is based on issuer-filings made with the Commission between January 1, 2021, and September 30, 2024, that include a reference to the issuer’s QLCC. VerDate Sep<11>2014 17:41 Dec 13, 2024 Jkt 265001 imposed by the collection of information would be 692 hours. Assuming half of the burden hours will be incurred by outside counsel at a rate of $700 per hour, the resulting cost would be $242,200. The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act, and is not derived from a comprehensive or even a representative survey or study. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Written comments are requested on: (a) whether the collection of information is necessary for the proper performance of the functions of the Commission, including whether the information has practical utility; (b) the accuracy of the Commission’s estimate of the burden[s] of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing by February 14, 2025. Please direct your written comments to: Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_Mailbox@ sec.gov. Dated: December 10, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–29477 Filed 12–13–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101866; File No. SR– NYSEAMER–2024–63] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE American Options Fee Schedule Concerning the Options Regulatory Fee (ORF) December 10, 2024. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 PO 00000 Frm 00126 Fmt 4703 Sfmt 4703 notice is hereby given that, on November 25, 2024, NYSE American LLC (‘‘NYSE American’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I 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 the NYSE American Options Fee Schedule (‘‘Fee Schedule’’) regarding the Options Regulatory Fee (‘‘ORF’’). 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. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Fee Schedule to (1) temporarily waive the ORF for the period December 1, 2024 through December 31, 2024 (the ‘‘Waiver Period’’), and (2) delete outdated language relating to a prior ORF waiver and superseded ORF rate. Background As a general matter, the Exchange may only use regulatory funds such as the ORF ‘‘to fund the legal, regulatory, and surveillance operations’’ of the Exchange.4 More specifically, the ORF 4 The Exchange considers surveillance operations part of regulatory operations. The limitation on the use of regulatory funds also provides that they shall not be distributed. See Thirteenth Amended and Restated Operating Agreement of NYSE American LLC, Article IV, Section 4.05 and Securities Exchange Act Release No. 87993 (January 16, 2020), E:\FR\FM\16DEN1.SGM 16DEN1

Agencies

[Federal Register Volume 89, Number 241 (Monday, December 16, 2024)]
[Notices]
[Pages 101673-101674]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-29477]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-514, OMB Control No. 3235-0572]


Proposed Collection; Comment Request; Reinstatement Without 
Change: Reports of Evidence of Material Violations

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

     Notice is hereby given that pursuant to the Paperwork Reduction 
Act (PRA) of 1995, 44 U.S.C. 3501-3520, the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collection of 
information summarized below. The Commission plans to submit the 
existing collection of information to the Office of Management and 
Budget for reinstatement without change.
    On February 6, 2003, the Commission published final rules, 
effective August 5, 2003, entitled ``Standards of Professional Conduct 
for Attorneys Appearing and Practicing Before the Commission in the 
Representation of an Issuer'' (17 CFR 205.1-205.7). The information 
collection embedded in the rules is necessary to implement the 
Standards of Professional Conduct for Attorneys prescribed by the rule 
and required by Section 307 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7245). The rules impose an ``up-the-ladder'' reporting 
requirement when attorneys appearing and practicing before the 
Commission become aware of evidence of a material violation by the 
issuer or any officer, director, employee, or agent of the issuer. An 
issuer may choose to establish a qualified legal compliance committee 
(``QLCC'') as an alternative procedure for reporting evidence of a 
material violation. In the rare cases in which a majority of a QLCC has 
concluded that an issuer did not act appropriately, the information may 
be communicated to the Commission. The collection of information is, 
therefore, an important component of the Commission's program to 
discourage violations of the federal securities laws and promote 
ethical behavior of attorneys appearing and practicing before the 
Commission.

[[Page 101674]]

    This information collection requirement was previously approved by 
OMB, but the approval expired on November 30, 2021. Accordingly, the 
Commission will request a reinstatement without change of OMB's 
approval.
    The respondents to this collection of information are attorneys who 
appear and practice before the Commission and, in certain cases, the 
issuer, and/or officers, directors and committees of the issuer. We 
believe that, in providing quality representation to issuers, attorneys 
report evidence of violations to others within the issuer, including 
the Chief Legal Officer, the Chief Executive Officer, and, where 
necessary, the directors. In addition, officers and directors 
investigate evidence of violations and report within the issuer the 
results of the investigation and the remedial steps they have taken or 
sanctions they have imposed. Except as discussed below, we therefore 
believe that the reporting requirements imposed by the rule are ``usual 
and customary'' activities that do not add to the burden that would be 
imposed by the collection of information.
    Certain aspects of the collection of information, however, may 
impose a burden. For an issuer to establish a QLCC, the QLCC must adopt 
written procedures for the confidential receipt, retention, and 
consideration of any report of evidence of a material violation. We 
estimate for purposes of the PRA that there are approximately 11,484 
issuers that are subject to the rules.\1\ Of these, we estimate that 
approximately 346, which is approximately 3 percent, have established 
or will establish a QLCC.\2\ Establishing the written procedures 
required by the rule should not impose a significant burden. We assume 
that an issuer would incur a greater burden in the year that it first 
establishes the procedures than in subsequent years, in which the 
burden would be incurred in updating, reviewing, or modifying the 
procedures. For purposes of the PRA, we assume that an issuer would 
spend 6 hours every three-year period on the procedures. This would 
result in an average burden of 2 hours per year. Thus, we estimate for 
purposes of the PRA that the total annual burden imposed by the 
collection of information would be 692 hours. Assuming half of the 
burden hours will be incurred by outside counsel at a rate of $700 per 
hour, the resulting cost would be $242,200.
---------------------------------------------------------------------------

    \1\ This figure is based on the estimated 8,230 operating 
companies that filed annual reports on Form 10-K, Form 20-F, or Form 
40-F during the 2023 calendar year, and the estimated 3,254 
investment companies that filed periodic reports on Form N-CEN 
during that same period.
    \2\ This estimate is based on issuer-filings made with the 
Commission between January 1, 2021, and September 30, 2024, that 
include a reference to the issuer's QLCC.
---------------------------------------------------------------------------

    The estimate of average burden hours is made solely for the 
purposes of the Paperwork Reduction Act, and is not derived from a 
comprehensive or even a representative survey or study. An agency may 
not conduct or sponsor, and a person is not required to respond to, a 
collection of information unless it displays a currently valid OMB 
control number.
    Written comments are requested on: (a) whether the collection of 
information is necessary for the proper performance of the functions of 
the Commission, including whether the information has practical 
utility; (b) the accuracy of the Commission's estimate of the burden[s] 
of the collection of information; (c) ways to enhance the quality, 
utility, and clarity of the information collected; and (d) ways to 
minimize the burden of the collection of information on respondents, 
including through the use of automated collection techniques or other 
forms of information technology. Consideration will be given to 
comments and suggestions submitted in writing by February 14, 2025.
    Please direct your written comments to: Austin Gerig, Director/
Chief Data Officer, Securities and Exchange Commission, c/o Tanya 
Ruttenberg, 100 F Street NE, Washington, DC 20549, or send an email to: 
[email protected].

    Dated: December 10, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-29477 Filed 12-13-24; 8:45 am]
BILLING CODE 8011-01-P
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