[Federal Register Volume 75, Number 236 (Thursday, December 9, 2010)]
[Notices]
[Pages 76762-76763]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-30942]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63425; File No. SR-NASDAQ-2010-156]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend NASDAQ Rules 2270 and 2910 To Reflect Changes to Corresponding
FINRA Rule
December 3, 2010.
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 December 1, The NASDAQ Stock Market LLC (the ``Exchange'' or
``NASDAQ'') 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
Exchange has designated the proposed rule change as constituting a non-
controversial rule change under Rule 19b-4(f)(6) under the Act,\3\
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\ 17 CFR 240.19b-4.
\3\ 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 is filing this proposed rule change to amend NASDAQ
Rules 2270 and 2910 to reflect recent changes to a corresponding rule
of the Financial Industry Regulatory Authority (``FINRA''). NASDAQ
proposes to implement the proposed rule change immediately. [sic] The
text of the proposed rule change is available at http://nasdaqomx.cchwallstreet.com, at the Exchange's principal office, 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 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
Many of NASDAQ's rules are based on rules of FINRA (formerly the
National Association of Securities Dealers (``NASD'')). During 2008,
FINRA embarked on an extended process of moving rules formerly
designated as ``NASD Rules'' into a consolidated FINRA rulebook. In
most cases, FINRA has renumbered these rules, and in some cases has
substantively amended them. Accordingly, NASDAQ initiated a process of
modifying its rulebook to ensure that NASDAQ rules corresponding to
FINRA/NASD rules continue to mirror them as closely as practicable.
NASDAQ proposes to update its rules to reflect changes [sic] NASDAQ
Rules 2270 and 2910 which corresponds to FINRA Rule 2261.
NASDAQ Rule 2270 (Disclosure of Financial Condition to Customers)
and NASDAQ Rule 2910 (Disclosure of Financial Condition to Other
Members) formerly corresponded to NASD Rule 2270 (Disclosure of
Financial Condition to Customers) and NASD Rule 2910 (Disclosure of
Financial Condition to Other Members). In SR-FINRA-2009-081,\4\ FINRA
re-designated NASD Rules 2270 and 2910 as FINRA Rule 2261 and made
substantive amendments to strengthen and simplify the rules.
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\4\ Securities Exchange Act Release No. 61540 (February 18,
2010), 75 FR 8771 (February 25, 2010) (SR-FINRA-2008-081).
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More specifically, the current NASDAQ Rule 2270, which incorporates
NASD Rule 2270 by reference, requires that the members make information
relative to a member's financial condition, as disclosed in its most
recent balance sheet, available for inspection by any bona fide regular
customer upon request. In FINRA SR-2009-081, [sic] FINRA provided
members the option of delivering their balance sheet, in paper or
electronic form, to customers who request it. Additionally, if the
delivery is electronic, the requesting customer must provide consent to
receive the balance sheet in electronic form to ensure that such
information is accessible to the customer.
This proposed filing also addresses NASDAQ Rule 2910, which
compares to the former NASD Rule 2910. NASDAQ Rule 2910 requires that
any member that is a party to an open transaction or who
[[Page 76763]]
has on deposit cash or securities of another member to furnish, upon
the written request of the other member, a statement of its financial
condition as disclosed in its most recently prepared balance sheet. In
SR-FINRA-2009-081, FINRA amended NASD Rule 2910 and consolidated it
within FINRA Rule 2261 to require that members provide to other members
the balance sheet that was prepared in accordance with the member's
usual practice or as required by state or federal securities laws or
any corresponding rule or regulation. Also, FINRA amended the provision
to require that members be permitted to provide their balance sheet to
other members in paper or electronic form; however, this does not
require obtaining consent of the other members for delivery.
NASDAQ believes that NASDAQ Rule 2270 and 2910 should be
consolidated and amended to reflect the provisions in the new FINRA
2261. For clarification, this results in deleting NASDAQ Rules 2270 and
2910. This will allow customers and other members to continue to have
access to a copy of the member's most recent balance sheet at any time
upon request while simplifying the provisions. NASDAQ is adopting the
new FINRA rule in full by incorporating by reference FINRA Rule 2261
into the proposed NASDAQ Rule 2261.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\5\ in general, and with
Sections 6(b)(5) of the Act,\6\ in particular, in that the proposal is
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest. The proposed
changes will conform NASDAQ Rules 2270 and 2910 to recent changes made
to corresponding FINRA Rule 2261 to promote application of consistent
regulatory standards.
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\5\ 15 U.S.C. 78f.
\6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
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 \7\ and Rule 19b-
4(f)(6) thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6).
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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 shall institute proceedings to
determine whether the proposed rule 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 (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-NASDAQ-2010-156 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-NASDAQ-2010-156. 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. Copies of the filing also will
be available for inspection and copying at the principal office of the
Exchange. 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-
NASDAQ-2010-156 and should be submitted on or before December 30, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-30942 Filed 12-8-10; 8:45 am]
BILLING CODE 8011-01-P