[Federal Register Volume 75, Number 232 (Friday, December 3, 2010)]
[Notices]
[Pages 75524-75526]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-30317]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63381; File No. SR-NYSEAMEX-2010-106]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by NYSE Amex LLC Amending NYSE
Amex Equities Rule 5190 To Correspond With Rule Changes Filed by the
Financial Industry Regulatory Authority, Inc.
November 29, 2010.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on November 19, 2010, NYSE Amex LLC (the ``Exchange'' or
``NYSE Amex'') 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 NYSE Amex. The Exchange
has designated the proposed rule change as constituting a ``non-
controversial'' rule change under Section 19(b)(3)(A) of the Act,\4\
and Rule 19b-4(f)(6) thereunder,\5\ which renders the proposal
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend NYSE Amex Equities Rule 5190 to
correspond with rule changes filed by the Financial Industry Regulatory
Authority, Inc. (``FINRA'') and approved by the Commission. The text of
the proposed rule change is available at the Exchange, the Commission's
Public Reference Room, and http://www.nyse.com.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, NYSE Amex 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 purpose of the proposed rule changes is to amend NYSE Amex
Equities Rule 5190 (Notification Requirements for Offering
Participants) to correspond with rule changes filed by FINRA and
approved by the Commission.
Background:
On July 30, 2007, FINRA's predecessor, the National Association of
Securities Dealers, Inc. (``NASD''), and NYSE Regulation, Inc.
(``NYSER'') consolidated their member firm regulation operations into a
combined organization, FINRA. Pursuant to Rule 17d-2 under the
Securities Exchange Act of 1934, as amended (the ``Act''), NYSE, NYSER
and FINRA entered into an agreement (the ``Agreement'') to reduce
regulatory duplication for their members by allocating to FINRA certain
regulatory responsibilities for certain NYSE rules and rule
interpretations (``FINRA Incorporated NYSE Rules''). NYSE Amex LLC
(``NYSE Amex'') became a party to the Agreement effective December 15,
2008.\6\
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\6\ See Securities Exchange Act Release Nos. 56148 (July 26,
2007); 72 FR 42146 (Aug. 1, 2007) (order approving the Agreement),
56147 (July 26, 2007); 72 FR 42166 (Aug. 1, 2007) (SR-NASD-2007-054)
(order approving the incorporation of certain NYSE Rules as ``Common
Rules''), and 60409 (July 30, 2009); 74 FR 39353 (Aug. 6, 2009)
(order approving the amended and restated Agreement, adding NYSE
Amex LLC as a party). Paragraph 2(b) of the Agreement sets forth
procedures regarding proposed changes by FINRA, NYSE, or NYSE Amex
to the substance of any of the Common Rules.
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As part of its effort to reduce regulatory duplication and relieve
firms that are members of FINRA, NYSE, and NYSE Amex of conflicting or
unnecessary regulatory burdens, FINRA
[[Page 75525]]
is now engaged in the process of reviewing and amending the NASD and
FINRA Incorporated NYSE Rules in order to create a consolidated FINRA
rulebook.\7\
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\7\ FINRA's rulebook currently has three sets of rules: (1) NASD
Rules, (2) FINRA Incorporated NYSE Rules, and (3) consolidated FINRA
Rules. The FINRA Incorporated NYSE Rules apply only to those members
of FINRA that are also members of the NYSE (``Dual Members''), while
the consolidated FINRA Rules apply to all FINRA members. For more
information about the FINRA rulebook consolidation process, see
FINRA Information Notice, March 12, 2008.
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Proposed Conforming Amendments to NYSE Amex Equities Rules:
FINRA recently amended FINRA Rule 5190 to amend the notice
requirements applicable to distributions of securities that are
considered ``actively traded'' and thus are not subject to a restricted
period under Rule 101 of Regulation M.\8\ As approved, the substance of
the information that must be provided in the notice did not change,
only the timing of the notice.
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\8\ See Securities Exchange Act Release No. 62970 (Sept. 22,
2010); 75 FR 59771 (Sept. 28, 2010) (SR-FINRA-2010-37).
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The Exchange previously adopted NYSE Amex Equities Rule 5190 to
harmonize the notification requirements for offering participants with
FINRA Rule 5190.\9\ In order to harmonize the NYSE Amex Equities Rules
with the approved FINRA Rules, the Exchange proposes to amend NYSE Amex
Equities Rule 5190 to conform to the recently approved amendments to
FINRA Rule 5190.\10\ Accordingly, the Exchange similarly proposes to
amend NYSE Amex Equities Rule 5190(d) to provide that member
organizations will be required to provide a single notice under
subparagraphs (1) and (2) of Rule 5190(d).
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\9\ See Securities Exchange Act Release No. 59975 (May 26,
2009); 74 FR 26449 (June 2, 2009) (SR-NYSEALTR-2009-26).
\10\ NYSE has submitted a companion rule filing amending its
rules in accordance with FINRA's rule changes. See SR-NYSE-2010-73.
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2. Statutory Basis
The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Act,\11\ in general, and further the
objectives of Section 6(b)(5) of the Act,\12\ in particular, in that
they are designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, 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.
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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule changes support the
objectives of the Act by providing greater harmonization among NYSE
Rules, NYSE Amex Equities Rules, and FINRA Rules (including Common
Rules) of similar purpose, resulting in less burdensome and more
efficient regulatory compliance for Dual Members. To the extent the
Exchange has proposed changes that differ from the FINRA version of the
Rules, such changes are technical in nature and do not change the
substance of the proposed NYSE Amex Equities Rules.
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.
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)(iii) of the Act \13\ and Rule 19b-4(f)(6) thereunder.\14\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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\13\ 15 U.S.C. 78s(b)(3)(A)(iii).
\14\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b4(f)(6)(iii),\16\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. The Commission notes that
the proposed rule change would bring NYSE Amex Equity Rule 5190 into
harmony with FINRA Rule 5190. For this reason, the Commission believes
that waiving the 30-day operative delay \17\ is consistent with the
protection of investors and the public interest. Therefore, the
Commission designates the proposal operative upon filing.
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\15\ 17 CFR 240.19b-4(f)(6).
\16\ 17 CFR 240.19b-4(f)(6)(iii).
\17\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within the 60-day period beginning on the date 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:
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-NYSEAMEX-2010-106 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-NYSEAMEX-2010-106. 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
[[Page 75526]]
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 the filing will also be available for
inspection and copying at the NYSE's principal office and on its
Internet Web site at http://www.nyse.com. All comments received will be
posted without change; the Commission does not edit personal
identifying information from submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEAMEX-2010-106 and should be
submitted on or before December 27, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-30317 Filed 12-2-10; 8:45 am]
BILLING CODE 8011-01-P