Notice2023-21941
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 0 of the General and Floor Rules
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
October 4, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 191 (Wednesday, October 4, 2023)</title>
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[Federal Register Volume 88, Number 191 (Wednesday, October 4, 2023)]
[Notices]
[Pages 68857-68858]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-21941]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98598; File No. SR-NYSEAMER-2023-47]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Rule 0 of the General and Floor Rules
September 28, 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 September 27, 2023, the NYSE American LLC (``NYSE American''
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) of the General and Floor Rules to adopt
new rule text based on based on [sic] Rule 0 (Regulation of the
Exchange and its Member Organizations) of its affiliate New York Stock
Exchange LLC. 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 Rule 0 (Regulation of the Exchange
and its Member Organizations) of the General and Floor Rules to adopt
new rule text based on Rule 0 (Regulation of the Exchange and its
Member Organizations) of its affiliate New York Stock Exchange LLC
(``NYSE''). Specifically, the Exchange proposes a new subsection (d) in
conformity with NYSE Rule 0(b). NYSE Rule 0(b) is in turn based on
FINRA Rule 0140(a) (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).\4\
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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.''
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NYSE Rule 0(b) provides that the NYSE's rules apply to all member
organizations and persons associated with a member organization and
that persons associated with a member organization shall have the same
duties and obligations as a member organization under the NYSE's rules.
NYSE Rule 0(b) mirrors FINRA Rule 0140(a) and the versions of FINRA
Rule 0140(a) adopted by the Nasdaq Exchanges, which similarly provide
that the rules of those self-regulatory organizations, 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.\5\ Proposed Rule 0(d) is
substantively identical to NYSE Rule 0(b).
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\5\ Under the Exchange's rules, the term member organization
encompasses both equity permit holders (ETP Holders) and options
permit holders (ATP Holders). See Rule 1.1E(n) (ETP Holder ``means a
member organization that has been issued an ETP''); Rule 900.2NY(5)
(ATP Holder refers to a natural person, sole proprietorship,
partnership, corporation, limited liability company or other
organization, in good standing, that has been issued an ATP, and
references to member, member organization as those terms are used in
the Rules of the Exchange are deemed references to ATP Holders. ATP
Holders have status as a ``member'' of the Exchange as that term is
defined in Section 3 of the Act). By way of comparison, FINRA uses
the term ``member'' in its rules and NYSE uses the term ``member
organization.''
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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 its affiliate NYSE, 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 American 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 NYSE Rule 0(b) without 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
[[Page 68858]]
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 the rules of NYSE, FINRA and the Nasdaq
Exchanges, 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. The
proposed rule change would accordingly 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
providing greater harmonization with the rules of its affiliate NYSE
and the approved rules of FINRA and the Nasdaq Exchanges.
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) \12\ thereunder.
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.
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\11\ 15 U.S.C. 78s(b)(3)(A)(iii).
\12\ 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, along
with a brief description and text of 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 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#e193948d84cc828e8c8c848f9592a1928482cf868e97"><span class="__cf_email__" data-cfemail="e092958c85cd838f8d8d858e9493a0938583ce878f96">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2023-47 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-NYSEAMER-2023-47. 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-NYSEAMER-2023-47 and should
be submitted on or before October 25, 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. 2023-21941 Filed 10-3-23; 8:45 am]
BILLING CODE 8011-01-P
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