[Federal Register Volume 75, Number 157 (Monday, August 16, 2010)]
[Notices]
[Pages 50010-50012]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-20179]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62684; File No. SR-OCC-2010-11]
Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify the Definition of the Term Representative
August 10, 2010.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on July 29, 2010, The Options
Clearing Corporation (``OCC'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change described in Items
I and II
[[Page 50011]]
below, which items have been prepared primarily by OCC. OCC filed the
proposal pursuant to Section 19(b)(3)(A)(i) of the Act \2\ and Rule
19b-4(f)(1) \3\ thereunder so that the proposal was effective upon
filing with the Commission. The Commission is publishing this notice to
solicit comments on the rule change from interested parties.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78s(b)(3)(A)(i).
\3\ 17 CFR 240.19b-4(f)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The proposed rule change would broaden the definition of the term
``Representative'' found in Article I, Section 1 of OCC's By-Laws.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\4\
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\4\ The Commission has modified the text of the summaries
prepared by OCC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of this rule change is to broaden the definition of the
term ``Representative'' found in Article I, Section 1 of OCC's By-Laws.
``Representative'' is defined as a director, senior officer, principal,
or general partner of a Clearing Member Organization.\5\ OCC's By-Laws
require that a Member Director on OCC's board of directors (``Board'')
be either a Clearing Member \6\ or a Representative of a Clearing
Member Organization.\7\ This same qualification requirement is applied
to members of the Board's nominating committee (``Nominating
Committee'').\8\
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\5\ Clearing Member Organization means a Clearing Member that is
a legal entity rather than a natural person. Article I, Section 1 of
OCC's By-Laws.
\6\ The term ``Clearing Member'' is defined in OCC's By-Laws as
a person or organization that has been admitted to membership in OCC
pursuant to the provisions of the By-Laws and Rules. Article I,
Section 1 of OCC's by-laws.
\7\ Article III, Section 2 of OCC's by-laws.
\8\ Article III, Section 4 of OCC's by-laws.
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In certain instances, otherwise qualified candidates for the Board
or the Nominating Committee were found to be ineligible because they
were associated with an affiliate of a Clearing Member rather than with
the Clearing Member itself. OCC does not believe a qualified candidate
should be precluded from service on either the Board or Nominating
Committee due to a technicality and therefore proposes to broaden the
definition of ``Representative'' to include a representative of an
entity that controls, is controlled by, or under common control with a
Clearing Member.
2. Statutory Basis
OCC believes that the proposed rule change is consistent with
Section 17A of the Act,\9\ as amended, because it fosters the fair
representation of Clearing Members in the administration of OCC's
affairs. It accomplishes this purpose by expanding the pool of
qualified candidates eligible for Board and Nominating Committee
service to include directors, senior officers, principals, or general
partners of an affiliate of a Clearing Member. The proposed rule change
is not inconsistent with the existing rules of OCC, including any other
rules proposed to be amended.
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\9\ 15 U.S.C. 78q-1.
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(B) Self-Regulatory Organization's Statement on Burden on Competition
OCC does not believe that the proposed rule change will have any
impact or impose any burden on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants, or Others
Written comments relating to the proposed rule change were not and
are not intended to be solicited or received. OCC will notify the
Commission of any written comments received by OCC.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing proposed rule change has become effective upon filing
pursuant to Section 19(b)(3)(A)(i) of the Act \10\ and Rule 19b-4(f)(1)
\11\ thereunder because the proposed rule change constitutes an
interpretation with respect to the meaning, administration or
enforcement of an existing rule. 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.
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\10\ 15 U.S.C. 78s(b)(3)(A)(i).
\11\ 17 CFR 240.19b-4(f)(1).
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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 (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-OCC-2010-11 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-OCC-2010-11. This file
number should be included on the subject line if e-mail 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 Web site (http://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 Web site 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
a.m. and 3 p.m. Copies of such filings also will be available for
inspection and copying at the principal office of OCC and on OCC's Web
site at http://www.optionsclearing.com/components/docs/legal/rules_and_bylaws/sr_occ_10_11.pdf.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
[[Page 50012]]
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-OCC-2010-11
and should be submitted on or before September 7, 2010.
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-20179 Filed 8-13-10; 8:45 am]
BILLING CODE 8010-01-P