Notice2022-02315
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Rules To Remove Obsolete References
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
February 4, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 87 Issue 24 (Friday, February 4, 2022)</title>
</head>
<body><pre>
[Federal Register Volume 87, Number 24 (Friday, February 4, 2022)]
[Notices]
[Pages 6637-6639]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-02315]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94109; File No. SR-NYSECHX-2022-01]
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Rules To Remove Obsolete References
January 31, 2022.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on January 27, 2022, the NYSE Chicago, Inc. (``NYSE Chicago'' or
``Exchange'') 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 self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its rules to remove obsolete
references to the Board of Governors and constitution of the Exchange.
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 to amend its rules to remove obsolete
references to the Board of Governors and constitution of the Exchange.
In 2005 the Exchange's ownership structure was demutualized.\4\ As part
of that change, a Board of Directors replaced the Board of Governors as
the governing body of the Exchange.\5\ The Exchange filed an updated
certificate of incorporation and bylaws and ceased having a
constitution.\6\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 51149 (February 8,
2005), 70 FR 7531 (February 14, 2005) (SR-CHX-2004-26) (Order
Approving Proposed Rule Change and Amendment No. 1 and Notice of
Filing and Order Granting Accelerated Approval to Amendment No. 3 by
the Chicago Stock Exchange, Inc. Relating to the Demutualization of
the Chicago Stock Exchange, Inc.).
\5\ See Section Fifth of Exhibit A to Amendment 1, SR-CHX-2004-
26 (November 24, 2004), available at <a href="https://www.sec.gov/rules/sro/chx/34-50892exa.pdf">https://www.sec.gov/rules/sro/chx/34-50892exa.pdf</a> (stating that ``[t]he governing body of the
Corporation shall be its Board of Directors''). See also Securities
Exchange Act Release No. 50892 (December 20, 2004), 69 FR 77796
(December 28, 2004) (SR-CHX-2004-26) (Notice of Filing of Amendment
1) and 70 FR 7531, supra note 4, at 7531 (``CHX will have its own
Board of Directors that will manage CHX's business and affairs'') &
7534 (description of Board of Directors).
\6\ See Exhibit A and Exhibit B to Amendment 1, SR-CHX-2004-26
(November 24, 2004), available at <a href="https://www.sec.gov/rules/sro/chx/34-50892exa.pdf">https://www.sec.gov/rules/sro/chx/34-50892exa.pdf</a> and <a href="https://www.sec.gov/rules/sro/chx/34-50892exb.pdf">https://www.sec.gov/rules/sro/chx/34-50892exb.pdf</a> (removing all references to the ``Constitution'' by
either replacing them with references to the ``bylaws'' or deleting
them). See also 69 FR 77796, supra note 5. The current governing
documents of the Exchange are the Second Amended and Restated
Certification of Incorporation of NYSE Chicago, Inc., available at
<a href="https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Certificate_of_Incorporation.pdf">https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Certificate_of_Incorporation.pdf</a>, and Second Amended and Restated By-laws of NYSE Chicago, Inc.,
available at <a href="https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Bylaws.pdf">https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Bylaws.pdf</a>.
---------------------------------------------------------------------------
Although most references in the Exchange rules to the Board of
Governors and constitution were removed or updated at the time of the
demutualization, some obsolete references remain.\7\ To update those
obsolete references, the Exchange proposes to make the following non-
substantive changes.
---------------------------------------------------------------------------
\7\ See Exhibit E to Amendment 1, SR-CHX-2004-26 (November 24,
2004), available at <a href="https://www.sec.gov/rules/sro/chx/34-50892exe.pdf">https://www.sec.gov/rules/sro/chx/34-50892exe.pdf</a>. See also 69 FR 77796, supra note 5.
---------------------------------------------------------------------------
<bullet> References to the ``Board of Governors'' would be revised
to refer to the ``Board of Directors'' instead. Accordingly, the
Exchange proposes to
[[Page 6638]]
replace ``Governors'' with ``Directors'' in Article 13, Rule 4(d)
(Procedure for Reinstatement), and Article 22, Rule 2 (Admittance to
Listing), Rule 3 (Suspension of Securities), Rule 5 (Unlisted Trading
Privileges), Rule 21 (Corporate Governance, Disclosure, and
Miscellaneous Requirements), Rule 25 (Portfolio Depositary Receipts),
and Rule 27 (Trust Issued Receipts).
<bullet> The text ``and Article VII of the Exchange Constitution''
would be deleted from Article 12, Rule 8 (Minor Rule Variations).
Because there is no reference to ``disciplinary proceeding'' in the
Second Amended and Restated By-laws of NYSE Chicago, Inc. (``By-
laws''), the Exchange would not replace the reference with one to the
Bylaws.
<bullet> In Article 22, Rule 25(b) and Rule 27(e), ``Constitution''
would be replaced with ``bylaws''.
<bullet> In Article 22, Rule 25(g), the text ``in the Exchange's
Constitution or'' would be deleted. Because there is no limitation of
liability in the Bylaws, the Exchange would not replace the reference
with one to the Bylaws.
Finally, the Exchange proposes to amend Article 22, Rule 5, to (a)
delete the redundant text ``by the Exchange'' and (b) add ``or her''
after ``his.'' Neither change is substantive.
The proposed rule change is a non-substantive change that does not
impact the governance of the Exchange. The proposed change is not
otherwise intended to address any other issues, and the Exchange is not
aware of any problems that member organizations would have in complying
with the proposed change.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \8\ in general, and with Section
6(b)(5) of the Exchange Act \9\ in particular, because it is designed
to 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.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
In particular, the Exchange believes that the proposed non-
substantive changes updating obsolete references 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 Exchange's rules. It would
do so by removing obsolete references to the Board of Governors and
constitution and either updating them with references to the Board of
Directors and By-laws, respectively, or, in the case of the
constitution, deleting the reference. In addition, with respect to
Article 22, Rule 5, it would do so by making a non-substantive deletion
of redundant text and revising ``his'' to read ``his or her.''
By making the changes, the Exchange would ensure that its rules are
consistent with the existing corporate structure and governing
documents, including the By-laws. 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.
For these reasons, the Exchange believes that the proposal is
consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\10\ the Exchange
believes that the proposed rule change will not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act because it is ministerial in nature and is not
designed to have any competitive impact. The proposed rule change is
not intended to address competitive issues but is rather concerned with
making non-substantive changes to update obsolete references in the
Exchange rules. Since the proposal does not substantively modify system
functionality or processes on the Exchange or put any market
participants at a relative disadvantage compared to other market
participants, the proposed changes will not impose any burden on
competition.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
For the reasons described above, the Exchange believes that the
proposed rule change reflects this competitive environment.
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 \11\ and Rule 19b-4(f)(6) thereunder.\12\
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.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b)(3)(A)(iii).
\12\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
At any time within 60 days of the filing of such 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) \13\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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#e496918881c9878b8989818a9097a4978187ca838b92"><span class="__cf_email__" data-cfemail="cebcbba2abe3ada1a3a3aba0babd8ebdabade0a9a1b8">[email protected]</span></a>. Please include
File Number SR-NYSECHX-2022-01 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-NYSECHX-2022-01. 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
[[Page 6639]]
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-NYSECHX-2022-01 and should be submitted
on or before February 25, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-02315 Filed 2-3-22; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on February 4, 2022.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.