Notice2024-22264
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend NYSE Rule 7.13
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
September 30, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 189 (Monday, September 30, 2024)</title>
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[Federal Register Volume 89, Number 189 (Monday, September 30, 2024)]
[Notices]
[Pages 79664-79666]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-22264]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101150; File No. SR-NYSE-2024-58]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend NYSE Rule 7.13
September 24, 2024.
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 12, 2024, New York Stock Exchange LLC (``NYSE'' or
the ``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
[[Page 79665]]
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 NYSE Rule 7.13 to remove references
to the Chair of the Board. 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 NYSE Rule 7.13 (Trading Suspensions)
to remove references to the Chair of the Board of Directors of the
Exchange (``Board'').
Under current Rule 7.13,\4\ the Chair of the Board or the chief
executive officer of the Exchange (the ``CEO''), or the officer
designee of the Chair or the CEO, has the power to suspend trading on
any and all securities trading on the Exchange whenever in his or her
opinion such suspension would be in the public interest. No such action
shall continue longer than two days or as soon thereafter as a quorum
of Directors can be assembled, unless the Board approves the
continuation of such suspension.
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\4\ The current text of Rule 7.13 was adopted in 2021 to
harmonize the Exchange's rules with those of its affiliates NYSE
American LLC, NYSE Arca, Inc., NYSE Chicago, Inc. and NYSE National,
Inc. (together, the ``Affiliate SROs''). See Securities and Exchange
Act Release No. 93309 (October 13, 2021), 86 FR 57862 (October 19,
2021) (SR-NYSE-2021-60) (Notice of Filing and Immediate
Effectiveness of Proposed Rule Change To Amend Its Rules To Add New
Rule 7.13). The Affiliate SROs expect to make the change proposed
here.
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The Exchange believes that it is advisable to remove the references
to the Chair in Rule 7.13 because the Chair has not acted under Rule
7.13 since the rule was adopted and the Exchange does not anticipate
that an independent or non-employee Chair will have sufficient
involvement in the day-to-day operations of the Exchange to act under
the Rule.
To effectuate the change, the Rule would be amended as follows
(proposed deletions bracketed):
The [Chair of the Board or the] CEO, or the officer designee of
[the Chair or] the CEO, shall have the power to suspend trading in any
and all securities trading on the Exchange whenever in his or her
opinion such suspension would be in the public interest.
The requirement that no such action continue longer than two days
or as soon thereafter as a quorum of Directors can be assembled, unless
the Board approves the continuation of such suspension, would remain.
No other changes to Rule 7.13 are proposed.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Section 6(b)(1) \6\ in particular, in that it enables the
Exchange to be so organized as to have the capacity to be able to carry
out the purposes of the Act and to comply, and 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. The Exchange also believes that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\7\
in that 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. In addition,
the Exchange believes that the proposed rule change is designed to
provide fair procedures for the denial of membership to any person
seeking Exchange membership, the barring of any person from becoming
associated with a member, and the prohibition or limitation by the
Exchange of any person with respect to access to services offered by
the Exchange or a member thereof, consistent with the objectives of
Section 6(b)(7) \8\ and Section 6(d)(2) \9\ of the Act.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(1).
\7\ 15 U.S.C. 78f(b)(5).
\8\ 15 U.S.C. 78f(b)(7).
\9\ 15 U.S.C. 78f(d)(2).
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The proposed amendment would enable the Exchange to continue to be
so organized as to have the capacity to carry out the purposes of the
Act, thereby furthering the objectives of Section 6(b)(1) \10\ of the
Act. Amending Rule 7.13 to remove the references to the Chair would
contribute to the orderly operation of the Exchange, as it would make
Rule 7.13 more accurately reflect current practice, as the Chair has
not acted under Rule 7.13 since the rule was adopted. It would also
reflect the fact that the Exchange does not anticipate that an
independent or non-employee Chair will have sufficient involvement in
the day-to-day operations of the Exchange to act under the Rule. At the
same time, the Chair would continue to have an oversight role, since
the requirement would remain that no suspension of trading continue
longer than two days or as soon thereafter as a quorum of Directors can
be assembled, unless the Board approves the continuation of such
suspension. Given that, the Board--including the Chair--would continue
to oversee the length of time any suspension of trading made under the
Rule would be in effect.
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\10\ 15 U.S.C. 78f(b)(1).
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Because amended Rule 7.13 would more accurately reflect current
practice while still giving the Chair an oversight role, the Exchange
believes that the proposed change would be beneficial to both investors
and the public interest, thereby promoting the maintenance of a fair
and orderly market and the protection of investors and the public
interest consistent with Section 6(b)(5) of the Act.\11\ For the same
reasons, the Exchange believes that the proposed changes would continue
to provide fair procedures for the prohibition or limitation by the
Exchange of any person with respect to access to services offered by
the Exchange consistent with the objectives of Section 6(b)(7) \12\ and
Section 6(d)(2) \13\ of the Act.
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\11\ 15 U.S.C. 78f(b)(5).
\12\ 15 U.S.C. 78f(b)(7).
\13\ 15 U.S.C. 78f(d)(2).
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For these reasons, the Exchange believes that the proposal is
consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that the proposal will not impose any burden
on competition that is not necessary or appropriate in furtherance of
the
[[Page 79666]]
purposes of Section 6(b)(8) of the Act.\14\ The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with amending Rule 7.13 so that it more accurately reflects
current practice.
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\14\ 15 U.S.C. 78f(b)(8).
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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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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="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#7b090e171e56181416161e150f083b081e18551c140d"><span class="__cf_email__" data-cfemail="0a787f666f27696567676f647e794a796f69246d657c">[email protected]</span></a>. Please include
file number SR-NYSE-2024-58 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-2024-58. 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-2024-58 and should be
submitted on or before October 21, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-22264 Filed 9-27-24; 8:45 am]
BILLING CODE 8011-01-P
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