Notice2022-23071
Joint Industry Plan; Notice of Withdrawal of Amendment to the National Market System Plan Governing the Consolidated Audit Trail
Primary source
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Published
October 24, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 204 (Monday, October 24, 2022)</title>
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[Federal Register Volume 87, Number 204 (Monday, October 24, 2022)]
[Notices]
[Pages 64294-64295]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-23071]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96102; File No. 4-698]
Joint Industry Plan; Notice of Withdrawal of Amendment to the
National Market System Plan Governing the Consolidated Audit Trail
October 19, 2022.
I. Introduction
On May 20, 2022, the Operating Committee for Consolidated Audit
Trail, LLC (``CAT LLC''), on behalf of the following parties to the
National Market
[[Page 64295]]
System Plan Governing the Consolidated Audit Trail (the ``CAT NMS
Plan''): \1\ BOX Exchange LLC; Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Financial Industry
Regulatory Authority, Inc., Investors Exchange LLC, Long-Term Stock
Exchange, Inc., Miami International Securities Exchange LLC, MEMX LLC,
MIAX Emerald, LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC,
Nasdaq ISE, LLC, Nasdaq MRX, LLC, Nasdaq PHLX LLC, The NASDAQ Stock
Market LLC, New York Stock Exchange LLC, NYSE American LLC, NYSE Arca,
Inc., NYSE Chicago, Inc., and NYSE National, Inc. (collectively, the
``Participants'') filed with the Securities and Exchange Commission
(``Commission'') pursuant to Section 11A(a)(3) of the Exchange Act,\2\
and Rule 608 thereunder,\3\ a proposed amendment (``Proposed
Amendment'') to the CAT NMS Plan that would authorize CAT LLC to revise
the Consolidated Audit Trail Reporter Agreement and the Consolidated
Audit Trail Reporter Agent Agreement by: (1) removing the arbitration
provision from each agreement and replacing it with a forum selection
provision, which would require that any dispute regarding CAT reporting
be filed in a United States District Court for the Southern District of
New York, or, in the absence of federal subject matter jurisdiction, a
New York State Supreme Court within the First Judicial Department; (2)
adding a jury waiver provision; (3) adding a disclaimer of warranties
clause; and (4) revising the existing choice of law clause to provide
that any dispute will be governed by federal law (in addition to New
York law).\4\ The Proposed Amendment was published for comment in the
Federal Register on June 9, 2022.\5\
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\1\ The CAT NMS Plan is a national market system plan approved
by the Commission pursuant to Section 11A of the Securities Exchange
Act of 1934 (``Exchange Act'') and the rules and regulations
thereunder. See Securities Exchange Act Release No. 79318 (Nov. 15,
2016), 81 FR 84696 (Nov. 23, 2016). The CAT NMS Plan functions as
the limited liability company agreement of the jointly owned limited
liability company (CAT LLC) formed under Delaware state law through
which the Participants conduct the activities of the CAT. On August
29, 2019, the Participants replaced the CAT NMS Plan in its entirety
with the limited liability company agreement of a new limited
liability company named Consolidated Audit Trail, LLC. The latest
version of the CAT NMS Plan is available at <a href="https://catnmsplan.com/about-cat/cat-nms-plan">https://catnmsplan.com/about-cat/cat-nms-plan</a>.
\2\ 15 U.S.C. 78k-1(a)(3).
\3\ 17 CFR 242.608.
\4\ See Letter from Michael Simon, Chair, CAT NMS Plan Operating
Committee, to Vanessa Countryman, Secretary, Commission, dated May
20, 2022.
\5\ See Notice of Filing of Amendment to the National Market
System Plan Governing the Consolidated Audit Trail, Securities
Exchange Act Release No. 95031 (June 3, 2022), 87 FR 35273 (June 9,
2022) (``Notice''). Comments received in response to the Notice can
be found on the Commission's website at <a href="https://www.sec.gov/comments/4-698/4-698-b.htm">https://www.sec.gov/comments/4-698/4-698-b.htm</a>.
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The Commission is publishing this notice to reflect that on
September 6, 2022, prior to the end of the 90-day period provided for
in Exchange Act Rule 608(b)(2)(i),\6\ the Participants withdrew the
Proposed Amendment.\7\
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\6\ 17 CFR 242.608(b)(2)(i).
\7\ See Letter from Michael Simon, Chair, CAT NMS Plan Operating
Committee, to Vanessa Countryman, Secretary, Commission, dated
September 6, 2022.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-23071 Filed 10-21-22; 8:45 am]
BILLING CODE 8011-01-P
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