Notice2021-27662
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change for Non-Substantive Conforming Changes to Rule 18
Primary source
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Published
December 22, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 243 (Wednesday, December 22, 2021)</title>
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[Federal Register Volume 86, Number 243 (Wednesday, December 22, 2021)]
[Notices]
[Pages 72646-72647]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-27662]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93802; File No. SR-NYSE-2021-72]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
for Non-Substantive Conforming Changes to Rule 18
December 16, 2021.
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 December 9, 2021, New York Stock Exchange LLC (``NYSE''
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 self-regulatory
organization. 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes non-substantive conforming changes to Rule
18. The proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a>, 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 non-substantive conforming changes to Rule 18
(Compensation in Relation to Exchange System Failure).
Earlier this year, the Exchange eliminated member and non-member
employee Floor Officials and transited the duties and responsibilities
of Floor Officials to newly created Trading Officials, who are Exchange
employees appointed by the NYSE CEO or his or her designee.\4\ As part
of this change, the Exchange amended, among other rules, Rule 18, which
sets forth the process for member organizations to seek reimbursement
for losses resulting from system failures. Specifically, former Rule
18(d) established a Compensation Review Panel consisting of three Floor
Governors and three Exchange employees to determine the eligibility of
a claim for payment. Since elimination of Floor Governors left Exchange
employees as the sole members of the Compensation Review Panel, the
Exchange eliminated the Compensation Review Panel and amended Rule
18(d) to provide that the Exchange will review claims submitted
pursuant to Rule 18 and determine eligibility of a claim for
payment.\5\
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\4\ See Securities Exchange Act Release No. 92193 (June 16,
2021), 86 FR 33001 (June 23, 2021) (SR-NYSE-2020-105) (Order).
\5\ See id., 86 FR at 33002. As described in the previous
filing, claims under Rule 18(d) would continue to be validated and
reviewed by Exchange employees but retention of the Compensation
Review Panel was unnecessary given that elimination of Floor
Officials, which would leave the panels composed solely of Exchange
employees.
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As part of that filing, the Exchange inadvertently failed to amend
subsections (e) and (f) of Rule 18, which describe the workings of the
Compensation Review Panel, as well the deleting the references to the
Compensation Review Panel in subsections (c) and (d) of Supplementary
Material .10, which governs Rule 18 claims by the Exchange's affiliate
NYSE American LLC. The Exchange accordingly proposes the following
conforming changes to Rule 18.
Rule 18(e) provides that Compensation Review Panel determinations
are by majority vote and that in the event of a deadlock the final
determination will be made by the Chief Executive Officer of the
Exchange (``CEO'') or his or her designee. Consistent with the previous
filing, the Exchange proposes to delete subsection (e) as obsolete.
Current subsection (f), which provides that all determinations made
pursuant to Rule 18 by the Compensation Review Panel, the CEO or his or
her designee are final, would become new subsection (e). The phrase
``the Compensation Review Panel, the CEO or his or her designee'' in
subsection (f) would also be deleted. Proposed Rule 18(f) would
accordingly provide that all determinations made pursuant to the Rule
are final. Finally the references to Compensation Review Panel in
subsections (c) and (d) of Supplementary Material .10 would be replaced
with the Exchange.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\6\ in general, and furthers the objectives of Section 6(b)(5),\7\
in particular, because 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.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that the proposed non-
substantive conforming changes would remove impediments to and perfect
the mechanism of a free and open market and a national market system
and, in general, protect investors and the public interest because the
proposed non-substantive changes would add clarity, transparency and
consistency to the
[[Page 72647]]
Exchange's rules. The Exchange believes that market participants would
benefit from the increased clarity, thereby reducing potential
confusion and ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public can more easily
navigate and understand the Exchange's 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. The proposed rule change is
not intended to address competitive issues but is rather concerned with
making non-substantive conforming changes to the Exchange rules. Since
the proposal does not substantively modify system functionality or
processes on the Exchange, the proposed changes will not impose any
burden on competition.
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
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 after the date of the filing, or such
shorter time as the Commission may designate, it has become effective
pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) \9\
thereunder.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file 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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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 under
Section 19(b)(2)(B) \10\ of the Act to determine whether the proposed
rule should be approved or disapproved.
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\10\ 15 U.S.C. 78s(b)(2)(B).
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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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#c0b2b5aca5eda3afadada5aeb4b380b3a5a3eea7afb6"><span class="__cf_email__" data-cfemail="bfcdcad3da92dcd0d2d2dad1cbccffccdadc91d8d0c9">[email protected]</span></a>. Please include
File Number SR-NYSE-2021-72 on the subject line.
Paper Comments
<bullet> 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-NYSE-2021-72. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSE-2021-72 and should be submitted on
or before January 12, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-27662 Filed 12-21-21; 8:45 am]
BILLING CODE 8011-01-P
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