Notice2022-04084
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Article I, Rule 5 To Replace References to Employees and Officers of Intercontinental Exchange Group, Inc.
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 28, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 87 Issue 39 (Monday, February 28, 2022)</title>
</head>
<body><pre>
[Federal Register Volume 87, Number 39 (Monday, February 28, 2022)]
[Notices]
[Pages 11100-11102]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-04084]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94298; File No. SR-NYSECHX-2022-02]
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Article I, Rule 5 To Replace References to Employees and Officers of
Intercontinental Exchange Group, Inc.
February 22, 2022.
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 February 14, 2022, the NYSE Chicago, Inc. (``NYSE
Chicago'' 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.
---------------------------------------------------------------------------
\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 Article I, Rule 5 (Designation of
Authority) to replace references to employees and officers of
Intercontinental Exchange Group, Inc., the Exchange's indirect parent
company, with references to employees and officers 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 Article I, Rule 5 (Designation of
Authority) to replace references to employees and officers of
Intercontinental Exchange Group, Inc. (``ICE''), the Exchange's
indirect parent company, with references to employees and officers of
the Exchange.
The Exchange adopted Rule 5 in 2019, stating that Rule 5 was
substantially similar to the third paragraph of New York Stock Exchange
Rule 1 (``NYSE Rule 1'').\4\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 85190 (February 25,
2019), 84 FR 7154 (March 1, 2019) (SR-NYSECHX-2019-02) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
the Rules of the Exchange To Adopt Article 1, Rule 5).
---------------------------------------------------------------------------
Like NYSE Rule 1, Rule 5 provides that, if the person named in a
rule is not available, the chief executive officer (``CEO'') or chief
regulatory officer (``CRO'') of the Exchange may designate one or more
qualified employees of ICE to act in their place. Rule 5 goes on to
[[Page 11101]]
state that, for purposes of a designation by the CEO, a qualified
employee includes, among other things, any officer of ICE deemed by the
CEO to possess the requisite knowledge and job qualifications.\5\
---------------------------------------------------------------------------
\5\ Article 1, Rule 5.
---------------------------------------------------------------------------
In practice, designations under Rule 5 are limited to Exchange
employees and officers. To more accurately reflect actual practice, the
Exchange proposes to replace the references to employees and officers
of ICE in Rule 5 with references to employees and officers of the
Exchange, as follows:
<bullet> In the first sentence, ``Intercontinental Exchange Group,
Inc. (`ICE')'' would be replaced with ``the Exchange''; and
<bullet> In clause (1) of the second sentence, ``Exchange'' would
be added before ``officer,'' and ``of ICE'' would be deleted.
The proposed changes would not result in any practical changes
regarding which individuals would be eligible to perform the functions
specified in Rule 5 and would not require the Exchange to change which
individuals may currently performing these functions.
2. Statutory Basis
The Exchange believes that 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) of the Act,\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.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that the proposed rule change would promote
clarity and transparency in its rules. The Exchange believes that the
change would not be inconsistent with the public interest and the
protection of investors because investors will not be harmed and in
fact would benefit from the increased clarity and transparency that the
change would introduce, thereby reducing potential confusion.
The Exchange believes that the proposed rule change 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 it would remove any potential confusion among
market participants that may result if the Exchange retained references
to ICE employees and ICE officers in Rule 5, adding clarity and
transparency to Exchange rules. Moreover, the proposed change to the
first prong of the definition of ``qualified employee'' for purposes of
designation by the CEO would make it consistent with the first prong of
the definition of ``qualified employee'' for purposes of designation by
the CRO, reducing any potential confusion among market participants.
In practice, Exchange employees and officers, and not ICE employees
and officers, are designated pursuant to Rule 5. The proposed changes
would ensure that remained true, as under the changes only Exchange
officers or Exchange employees could be qualified employees delegated
authority by the CEO pursuant to Rule 5. For that reason, the Exchange
believes that the proposed change 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.
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,\8\ 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. The proposed change is not designed to address any
competitive issue but rather serve to promote clarity and consistency,
thereby reducing burdens on the marketplace and facilitating investor
protection. The proposed changes would be administrative and would
apply only to the Exchange, and therefore would not impose any
unnecessary competitive burden on third parties.
---------------------------------------------------------------------------
\8\ 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
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 \9\ and Rule 19b-
4(f)(6) \10\ thereunder.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 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.
---------------------------------------------------------------------------
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 will institute proceedings to
determine whether the proposed rule change 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
<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#1664637a733b75797b7b737862655665737538717960"><span class="__cf_email__" data-cfemail="681a1d040d450b0705050d061c1b281b0d0b460f071e">[email protected]</span></a>. Please include
File Number SR-NYSECHX-2022-02 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-2022-02. 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 (http://www.sec.gov/
[[Page 11102]]
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 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-2022-02 and should
be submitted on or before March 21, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------
\11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022-04084 Filed 2-25-22; 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 28, 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.