Notice2024-27024
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend NYSE American Rule 7.13E To Remove References to the Chair of the Board
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
November 20, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 89 Issue 224 (Wednesday, November 20, 2024)</title>
</head>
<body><pre>
[Federal Register Volume 89, Number 224 (Wednesday, November 20, 2024)]
[Notices]
[Pages 91864-91866]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-27024]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101624; File No. SR-NYSEAMER-2024-71]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change To Amend NYSE
American Rule 7.13E To Remove References to the Chair of the Board
November 14, 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 November 8, 2024, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``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 NYSE American Rule 7.13E 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 American Rule 7.13E (Trading
Suspensions) to remove references to the Chair of the Board of
Directors of the Exchange (``Board'').
Under current Rule 7.13E,\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 traded 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.
---------------------------------------------------------------------------
\4\ The current text of Rule 7.13E was adopted in 2017 to
harmonize the Exchange's rules with those of its affiliate NYSE
Arca, Inc. See Securities and Exchange Act Release No. 80590 (May 4,
2017), 82 FR 21843 (May 10, 2017) (SR-NYSEMKT-2017-01) (Order
Granting Accelerated Approval of Proposed Rule Change, as Modified
by Amendment No. 1, To Adopt New Equity Trading Rules To Transition
Trading on the Exchange From a Floor-Based Market With a Parity
Allocation Model to a Fully Automated Market With a Price-Time
Priority Model on the Exchange's New Trading Technology Platform,
Pillar).
---------------------------------------------------------------------------
The Exchange believes that it is advisable to remove the references
to the Chair in Rule 7.13E because the Chair has not acted under Rule
7.13E 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.
Moreover, the proposed changes to Rule 7.13E would make it
substantially similar to the rule text governing Trading Suspensions
currently in place on the Exchange's affiliate the New York Stock
Exchange LLC (``NYSE'') in its Rule 7.13.\5\ The proposed changes to
Rule 7.13E therefore would harmonize the Exchange's rules with those of
its affiliate NYSE and provide for consistent authority to suspend
trading across the Exchange and the NYSE.
---------------------------------------------------------------------------
\5\ The difference is that the NYSE rule uses ``trading on the
Exchange'' instead of ``traded on the Exchange.'' See Securities and
Exchange Act Release No. 101477 (October 30, 2024), 89 FR 87917
(November 5, 2024) (SR-NYSE-2024-58) (Order Approving a Proposed
Rule Change to Amend NYSE Rule 7.13).
---------------------------------------------------------------------------
To effectuate the change, the first sentence of 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 traded 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 7.13E are proposed.
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)(1) \7\ in particular, in that it enables the
Exchange to be so organized as to have the capacity to be able to carry
out
[[Page 91865]]
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,\8\ 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) \9\ and Section 6(d)(2) \10\ of the Act.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(1).
\8\ 15 U.S.C. 78f(b)(5).
\9\ 15 U.S.C. 78f(b)(7).
\10\ 15 U.S.C. 78f(d)(2).
---------------------------------------------------------------------------
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) \11\ of the
Act. Amending Rule 7.13E to remove the references to the Chair would
contribute to the orderly operation of the Exchange, as it would make
Rule 7.13E more accurately reflect current practice, as the Chair has
not acted under Rule 7.13E 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.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
Because amended Rule 7.13E 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.\12\ Moreover, 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 because substantially similar authority to suspend trading
already exists on the Exchange's affiliate NYSE, and therefore is not
novel.
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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) \13\ and Section 6(d)(2) \14\ of the Act.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78f(b)(7).
\14\ 15 U.S.C. 78f(d)(2).
---------------------------------------------------------------------------
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 purposes of Section 6(b)(8) of the Act.\15\ The proposed rule
change is not intended to address competitive issues but rather is
concerned solely with amending Rule 7.13E so that it more accurately
reflects current practice and to make it substantially similar to NYSE
Rule 7.13.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
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 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 \16\ and subparagraph (f)(6) of Rule 19b-4
thereunder.\17\
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78s(b)(3)(A).
\17\ 17 CFR 240.19b-4(f)(6). In addition, Rule19b-4(f)(6)(iii)
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.
---------------------------------------------------------------------------
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="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#4032352c256d232f2d2d252e3433003325236e272f36"><span class="__cf_email__" data-cfemail="7200071e175f111d1f1f171c0601320117115c151d04">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2024-71 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-2024-71. 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
[[Page 91866]]
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-2024-71 and should be submitted
on or before December 11, 2024.
---------------------------------------------------------------------------
\18\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-27024 Filed 11-19-24; 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 November 20, 2024.
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.