Notice2023-16987
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Rule 0
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
August 9, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 152 (Wednesday, August 9, 2023)</title>
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[Federal Register Volume 88, Number 152 (Wednesday, August 9, 2023)]
[Notices]
[Pages 53934-53936]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-16987]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98048; File No. SR-NYSE-2023-25]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to
Amend Rule 0
August 3, 2023.
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 July 31, 2023, 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 to amend Rule 0 (Regulation of the Exchange
and its Member Organizations) to adopt new rule text based on FINRA
Rule 0140 (Applicability). 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.
[[Page 53935]]
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 Rule 0 (Regulation of the Exchange
and its Member Organizations) to adopt new rule text based on FINRA
Rule 0140 (Applicability), Nasdaq Stock Market LLC (``Nasdaq'') General
2 (Organization and Administration), Section 6(a), and Nasdaq BX, Inc.
(``Nasdaq BX'') General 2 (Organization and Administration), Section
6(a). Specifically, the Exchange proposes a new subsection (b) in
conformity with FINRA Rule 0140(a) (Applicability), Nasdaq General 2,
Section 6(a), and Nasdaq BX General 2, Section 6(a).\4\ FINRA Rule
0140(a) provides that FINRA's rules apply to all members and persons
associated with a member and that persons associated with a member
shall have the same duties and obligations as a member under FINRA's
rules. The Nasdaq Exchanges' Rules mirror FINRA Rule 0140(a) and
similarly provide that Nasdaq and Nasdaq BX rules, as applicable, apply
to all members and persons associated with a member and that persons
associated with a member shall have the same duties and obligations as
a member under such rules. Proposed Rule 0(b) is substantively the same
as FINRA Rule 0140(a) except for the inclusion of ``member
organization'' to reflect the Exchange's membership.\5\
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\4\ For purposes of this filing, Nasdaq and Nasdaq BX are
referred to collectively as the ``Nasdaq Exchanges.'' Nasdaq General
2, Section 6(a) and Nasdaq BX General 2, Section 6(a) are referred
to collectively as the ``Nasdaq Exchanges' Rules.''
\5\ Under the Exchange's rules, the equivalent to the term
``member'' used in FINRA Rule 0140(a) is ``member organization.''
See Rules 2(a) & (b).
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The Exchange believes that the proposed rule change would improve
the clarity of the Exchange's rules by reflecting that the Exchange's
rules apply to persons associated with a member organization and that
such persons have the same duties and obligations as their Exchange
member organization employer. A member organization's compliance with
Exchange rules may depend on the actions of persons associated with the
member organization. Accordingly, the Exchange believes that the
proposed rule, which mirrors the rules of FINRA and the Nasdaq
Exchanges, would promote consistency in the Exchange's rules by
expressly providing that the Exchange may enforce its rules with
respect to persons associated with a member organization, including by
taking appropriate disciplinary action against such persons for their
or their member firm's violation of NYSE rules. The Exchange notes that
the proposed rule does not contemplate disciplinary action against
individuals not involved in violations of Exchange rules.
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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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 the proposed changes would add clarity to the
Exchange's rules. As previously noted, the proposed rule text conforms
to current FINRA Rule 0140(a) and the Nasdaq Exchanges' Rules without
substantive change. The Exchange believes that adopting separate rule
text expressly providing that all Exchange rules apply to persons
associated with a member organization and that such persons have the
same duties and obligations as their Exchange member organization
employer would benefit market participants by providing increased
clarity regarding the Exchange's ability to enforce compliance with its
rules by persons associated with a member organization, thereby
reducing any potential confusion with respect to the Exchange's
interpretation or application of its rules. Adding these clarifying
statements to the Exchange's rules would also further the goals of
transparency and consistency across the Exchange's rules and would
provide greater harmonization between Exchange rules and FINRA and
Nasdaq Exchanges' rules of similar purpose, resulting in less
burdensome and more efficient regulatory compliance. For the same
reasons, the addition of the proposed rule text would protect investors
and the public interest and would therefore be consistent with section
6(b)(5) \8\ of the Act. Thus, the proposed rule change would foster
cooperation and coordination with persons engaged in facilitating
transactions in securities and will remove impediments to and perfect
the mechanism of a free and open market and a national market system.
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\8\ 15 U.S.C. 78f(b)(5).
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Finally, the Exchange believes that the proposed change would be
consistent with section 6(b)(1) \9\ of the Act because it would provide
increased clarity regarding the Exchange's ability to enforce
compliance with its rules by persons associated with a member
organization, thereby reducing any potential confusion with respect to
the Exchange's interpretation or application of its rules. As such, the
proposed change would enable the Exchange to be so organized as to have
the capacity to be able to enforce compliance by its exchange members
and persons associated with its exchange members with the provisions of
the Act, the rules and regulations thereunder, and the rules of the
Exchange, consistent with section 6(b)(1) \10\ of the Act.
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\9\ 15 U.S.C. 78f(b)(1).
\10\ 15 U.S.C. 78f(b)(1).
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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
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 rather is concerned
solely with adding clarity and transparency to the Exchange's rules and
provide greater harmonization with approved FINRA and Nasdaq Exchanges'
rules.
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
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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.
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\11\ 15 U.S.C. 78s(b)(3)(A)(iii).
\12\ 17 CFR 240.19b-4(f)(6).
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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.
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\13\ 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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e795928b82ca84888a8a82899394a7948284c9808891"><span class="__cf_email__" data-cfemail="bac8cfd6df97d9d5d7d7dfd4cec9fac9dfd994ddd5cc">[email protected]</span></a>. Please include
file number SR-NYSE-2023-25 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-2023-25. 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="https://www.sec.gov/rules/sro.shtml">https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NYSE-2023-25 and should be
submitted on or before August 30, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-16987 Filed 8-8-23; 8:45 am]
BILLING CODE 8011-01-P
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