Notice2025-24057
Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; Stock Clearing Corporation of Philadelphia; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1, by Boston Stock Exchange Clearing Corporation and Stock Clearing Corporation of Philadelphia To Amend the Amended and Restated Certificate of Incorporation and By-Laws of Parent Corporation, Nasdaq, Inc.
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
December 31, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 247 (Wednesday, December 31, 2025)</title>
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[Federal Register Volume 90, Number 247 (Wednesday, December 31, 2025)]
[Notices]
[Pages 61459-61462]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-24057]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104511; File No. SR-BSECC-2025-001; SR-SCCP-2025-01]
Self-Regulatory Organizations; Boston Stock Exchange Clearing
Corporation; Stock Clearing Corporation of Philadelphia; Notice of
Filing of Amendment No. 1 and Order Granting Accelerated Approval of
Proposed Rule Change, as Modified by Amendment No. 1, by Boston Stock
Exchange Clearing Corporation and Stock Clearing Corporation of
Philadelphia To Amend the Amended and Restated Certificate of
Incorporation and By-Laws of Parent Corporation, Nasdaq, Inc.
December 23, 2025.
I. Introduction
On September 29, 2025, each of Boston Stock Exchange Clearing
Corporation (``BSECC'') and Stock Exchange Clearing Corporation
(``SCCP'' and collectively, the ``Clearing Agencies'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
changes SR-BSECC-2025-001 and SR-SCCP-2025-01, pursuant to Section
19(b)(1) of the Securities Exchange Act of 1934 (``Exchange Act'') \1\
and Rule 19b-4 thereunder,\2\ to amend the Amended and restated
Certificate of Incorporation (``Certificate'') and By-Laws (``By-
Laws'') of their parent corporation, Nasdaq, Inc. (``Nasdaq'').\3\ The
Notices of Filing amend the Certificate to align with certain
amendments to the Delaware General Corporation Law (``DGCL'') passed in
2022 and update the By-Laws to reflect recent changes in law and best
practices. The Notices of Filing were published for comment in the
Federal Register on October 3, 2025.\4\ On November 3, 2025, pursuant
to Section 19(b)(2) of the Exchange Act,\5\
[[Page 61460]]
the Commission designated a longer period within which to approve the
proposed rule changes, disapprove the proposed rule changes, or
institute proceedings to determine whether to disapprove the proposed
rule changes.\6\ On December 19, 2025, the Clearing Agencies filed an
amendment (``Amendment No. 1'') \7\ to the Notices of Filing to correct
the statutory basis section describing how the proposed rule changes
are consistent with the Act, namely Sections 17A(b)(3)(A) \8\ and
17A(b)(3)(F) \9\ and Rule 17ad-22(e)(2) under the Act.\10\ The
Commission has received no comments regarding the proposed rule
changes. The Commission is publishing this notice to solicit comments
on Amendment No. 1 from interested persons, and, for the reasons
discussed below, is approving the proposed rule changes as modified by
Amendment No. 1 (hereinafter defined as the ``Proposed Rule Changes'').
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Securities Exchange Act Release Nos. 104156 (Sept. 30,
2025), 90 FR 48073 (SR-BSECC-2025-001) (``BSECC Notice of Filing''),
104155 (Sept. 30, 2025), 90 FR 48062 (SR-SCCP-2025-01) (``SCCP
Notice of Filing'') (collectively, ``Notices of Filing'').
\4\ Id.
\5\ 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 104173 (Nov. 3,
2025), 90 FR 51424 (designating January 1, 2025, as the date by
which the Commission shall either approve, disapprove, or institute
proceedings to determine whether to disapprove the proposed rule
changes).
\7\ Amendment No. 1 consists of (1) updated statutory basis
section describing how the proposed rule changes are consistent with
the Exchange Act; (2) Exhibit 4, showing no changes to the proposed
rule text from the Notices of Filing; and (3) Exhibit 5, showing the
proposed rule text. The text of Amendment No. 1 can be found on the
Clearing Agencies website: <a href="https://listingcenter.nasdaq.com/rulebook/BSECC/rulefilings">https://listingcenter.nasdaq.com/rulebook/BSECC/rulefilings</a>.
\8\ 15 U.S.C. 78q-1(b)(3)(A).
\9\ 15 U.S.C. 78q-1(b)(3)(F).
\10\ 17 CFR 240.17ad-22(e)(2).
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II. Description of the Proposed Rule Changes
The Clearing Agencies propose amendments to the Certificate to
exculpate covered officers from monetary liability for breach of
fiduciary duty, similar to the existing treatment of directors.\11\ As
discussed more fully in the Notices of Filing, the Clearing Agencies
state that the proposed amendments would update the Certificate to
reflect amendments to the DGCL that enable companies to limit the
liability of certain officers in narrow circumstances.\12\
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\11\ See, e.g., BSECC Notice of Filing, supra note 3, at 48073.
\12\ See, e.g., BSECC Notice of Filing, supra note 3, at 48073
(discussing related corporate governance trends under Delaware law
and the potential consequences to Nasdaq from failing to adopt the
proposed changes).
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The Clearing Agencies also propose amendments to the following
provisions of the By-Laws: Articles III (Meetings of Stockholders);
\13\ IV (Board of Directors); \14\ VII (Officers, Agents, and
Employees); \15\ VIII (Indemnification); \16\ IX (Capital Stock); \17\
X (Miscellaneous Provisions); \18\ XI (Amendments and Emergency By-
Laws); \19\ and XIII (Forum Selection); \20\ as well as other non-
substantive changes.\21\ These amendments are summarized below and
discussed more fully in the Notices of Filing.
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\13\ See id. at 48074-48077.
\14\ See id. at 48077-78.
\15\ See id. at 48078-79.
\16\ See id. at 48079.
\17\ See id. at 48079-80.
\18\ See id. at 48080.
\19\ See id.
\20\ See id. at 48080-81.
\21\ See id. at 48081. These changes are either typographical
corrections or otherwise administrative or clarifying changes (such
as changing a reference to ``shareholder'' to ``stockholder'' to
more closely reflect terminology of the By-Laws).
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Proposed Amendments to Article III
<bullet> Specify the scope of information that may be requested in
connection with a stockholder nominee for director to provide that
Nasdaq may require any other information to determine whether the
proposed nominee is qualified under the Certificate, the By-Laws, and
other applicable rules, laws, and regulations.
<bullet> Amend the information requirements for notices to Nasdaq
from a Proposing Person \22\ regarding nominations or other business to
be considered at an annual meeting of stockholders. Such notices
require ``a description of any agreement, arrangement or understanding
with respect to the nomination or proposal between and among such
stockholder and/or such beneficial owners, any of their respective
affiliates or associates, and any others acting in concert with any of
the foregoing'' (emphasis added).\23\ The amendments remove the
references to others ``acting in concert.'' \24\
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\22\ Section 3.1(c) of the By-Laws defines ``Proposing Person''
as (i) the stockholder providing the notice of business or the
notice of the nomination, as applicable, proposed to be brought
before an annual meeting, (ii) any beneficial owner or beneficial
owners, if different, on whose behalf such business is proposed to
be brought before the meeting or the notice of the nomination
proposed to be made at the meeting is made, as applicable, and (iii)
any affiliate or associate (each within the meaning of Rule 12b-2
under the Act for purposes of these By-Laws) of such stockholder or
beneficial owner.
\23\ See BSECC Notice of Filing, supra note 3, at 48074;
proposed By-Laws Section 3.1(b)(iii)(C).
\24\ The Clearing Agencies propose a similar amendment to By-Law
Section 3.2(a), which addresses requirements for requesting a
special meeting of the stockholders, including procedures for
determining the requisite percentage of stockholders necessary to
support a special meeting request. See BSECC Notice of Filing, supra
note 3, at 48076.
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<bullet> Add a requirement that a Proposing Person's notice must
include a representation as to whether the Proposing Person intends, or
is part of a group which intends, ``to solicit proxies or votes in
support of any proposed nominee in accordance with Rule 14a-19 \25\
promulgated under the Act.'' \26\
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\25\ 17 CFR 240.14a-9 (referred to as the ``universal proxy
rule'').
\26\ See, e.g., BSECC Notice of Filing, supra note 3, at 48075;
proposed By-Laws Section 3.1(b)(iii)(O)(3). Other amendments to the
By-Laws under the Notices of Filing also clarify when the universal
proxy rule would apply. See, e.g., BSECC Notice of Filing, supra
note 3, at 48075; proposed By-Laws Section 3.3(a) (relating to when
Nasdaq would disregard nominees proposed by a stockholder under the
universal proxy rule, if the stockholder has failed to comply has
failed to comply with the rule).
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<bullet> Limit the number of nominees that a Proposing Person may
nominate for election at the annual meeting in certain instances to the
number of directors to be elected at such annual meeting.
<bullet> Remove a reference to the binding nature of the Board's
\27\ determination with respect to whether a special meeting request is
in proper form, which aligns the By-Laws with current Delaware
corporate practices.\28\
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\27\ ``Board'' is defined in Article I(c) of the By-Laws as the
Board of Directors of Nasdaq.
\28\ The Clearing Agencies propose similar deletions of
references to the decisions made in the ``sole discretion'' of the
Board or to the finality or ``binding'' nature of decisions by the
Board (or persons authorized by the Board), any committees thereof,
or the chairman of a meeting thereof throughout the proposed
amendments.
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<bullet> Require that the chairman who presides over stockholder
meetings shall be an officer or director of Nasdaq.
Proposed Amendments to Article IV
<bullet> Provide Nasdaq with greater flexibility to include
``Issuer Directors'' on the Board by removing the current restriction
that the Board may not include more than two such directors.\29\
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\29\ ``Issuer Director'' is defined in Article I(o) of the By-
Laws.
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<bullet> Amend the Board quorum and voting provisions to clarify
how a quorum is calculated and the process for the adjournment of
meetings.
<bullet> Amend how notice of meetings may be given to, or waived
by, directors (e.g., eliminate outdated forms of communication, such as
telegram, telefax, cable, and radio).
<bullet> Specify that Nasdaq is opting into Section 141(c)(2) of
the DGCL, which provides Nasdaq greater flexibility with respect to the
formation and powers of Board committees, including, for example,
allowing greater delegations of authority.\30\
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\30\ See, e.g., BSECC Notice of Filing, supra note 3, at 48077.
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<bullet> Remove limitations on the ability of Board committees to
take certain
[[Page 61461]]
actions, such as the authorization of preferred stock designations.
<bullet> Remove the one-year limitation on the terms of committee
members.\31\
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\31\ See, e.g., BSECC Notice of Filing, supra note 3, at 48077-
78. The Notices of Filings also remove the requirement that the
chair of Nasdaq's Audit Committee must be a Public Director (as
defined in Article I of the By-Laws). See id. at 78078. The Clearing
Agencies state that the chair of the Audit Committee must still
satisfy prescribed independence standards. See id. With respect to
the Audit Committee, the Notices of Filings would amend the By-Laws
to provide flexibility for such committee to be renamed from time to
time or for any successor of such committee delegated with similar
duties to be known as the respective committee. See, e.g., BSECC
Notice of Filing, supra note 3, at 48078; proposed By-Law Article
I(p) and Section 4.13(g). The Notices of Filing make similar changes
with respect to the Nominating & Governance Committee. See proposed
By-Law Article I(p).
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<bullet> Remove duplicative language in the By-Laws that specifies
that members of the Nominating & Governance Committee may be removed by
``majority vote of'' the Board, because the By-Laws already separately
provide the voting standards for all decisions of the Board.\32\
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\32\ See, e.g., BSECC Notice of Filing, supra note 3, at 48078.
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<bullet> Modify the quorum requirement for Board committees to
specify that a majority of the members of a committee then serving in
office, rather than a majority of total members on the committee, as is
currently the case, shall constitute a quorum.\33\
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\33\ Id.
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Proposed Amendments to Article VII
<bullet> Delete outdated references to Nasdaq's corporate
structure, including references to having one President that is a
director, or that has executive authority over the entire company, and
add provisions that contemplate more than one president.
<bullet> Make the specified list of officers to be elected by the
Board permissive rather than mandatory.
<bullet> Modify the process and authority for appointing Vice
Presidents and providing that each Vice President shall have all powers
and duties usually incident to the office of a Vice President, except
as specifically limited.
<bullet> Modify who may assign powers and duties to Presidents,
Vice Presidents, the Secretary, and the Treasurer.\34\
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\34\ See, e.g., BSECC Notice of Filing, supra note 3, at 48079.
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<bullet> Clarify that the obligation to pay claims or expenses
related to the indemnification of directors, officers, employees, and
agents is limited to those claims and expenses not prohibited by
applicable law.\35\
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\35\ Id.
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Proposed Amendments to Article IX
<bullet> Broaden the scope of officers authorized to sign stock
certificates.
<bullet> Provide that applicable law will control whether Nasdaq is
able to treat stockholders of record as shown on the stock ledgers as
owners thereof and as the persons entitled to vote such shares and to
receive notices, as well as when Nasdaq is bound to recognize any
equitable claim to, or interest in, any shares on the part of any other
person.
<bullet> Provide that Nasdaq shall be authorized, rather than the
Board or an authorized committee thereof, to take certain actions with
respect to lost, stolen, or destroyed certificates.
Proposed Amendments to Article X
<bullet> Replace an existing provision regarding the authority for
the execution of contracts and other documents with a provision that
more closely reflects Nasdaq's current policies and procedures on
signatory authority.
<bullet> Replace an existing provision regarding the required form
of records with a provision that conforms to updated Delaware law.\36\
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\36\ See id. at 48080.
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Proposed Amendments to Article XI
<bullet> Amend the By-Laws to reflect changes to the emergency by-
law provisions of the DGCL.\37\
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\37\ See id.
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Proposed Amendments to Article XIII
<bullet> Provide a new forum selection provision.\38\
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\38\ See id at 48080-81. The Clearing Agencies note that the by-
laws of Cboe Global Markets, Inc., as well as those of CME Group,
Inc., contain forum selection provisions similar to those proposed
by the Clearing Agencies. See id. at 48081, n.75.
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III. Discussion and Commission Findings
Section 19(b)(2)(C) of the Exchange Act directs the Commission to
approve a proposed rule change of a self-regulatory organization if it
finds that such proposed rule change is consistent with the
requirements of the Exchange Act and the rules and regulations
thereunder applicable to such organization.\39\
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\39\ 15 U.S.C. 78s(b)(2)(C).
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After carefully considering the Proposed Rule Change, the
Commission finds that the Proposed Rule Change is consistent with the
requirements of the Exchange Act and the rules and regulations
thereunder applicable to the Clearing Agencies. More specifically, the
Commission finds that the Proposed Rule Change is consistent with
Sections 17A(b)(3)(A) and (F) of the Exchange Act,\40\ and with
Exchange Act Rule 17ad-22(e)(2) \41\ as described in detail below.
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\40\ 15 U.S.C. 78q-1(b)(3)(F).
\41\ 17 CFR 240.17ad-22(e)(2).
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A. Consistency With Section 17A(b)(3)(A) and (F) of the Exchange Act
Section 17A(b)(3)(A) of the Exchange Act \42\ requires, among other
things, that the Clearing Agencies be so organized and have capacity to
be able to comply with the provisions of the Exchange Act and the rules
and regulations thereunder. Section 17A(b)(3)(F) of the Exchange Act
\43\ requires, among other things, that the Clearing Agencies' rules
must be designed to promote the prompt and accurate clearance and
settlement of securities transactions. Based on the Commission's review
of the record, and for the reasons described below, the changes
described above are consistent Section 17A(b)(3)(A) and (F) of the
Exchange Act.
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\42\ 15 U.S.C. 78q-1(b)(3)(A).
\43\ 15 U.S.C. 78q-1(b)(3)(F).
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As discussed above, the amendments to the Certificate and By-laws
make the Clearing Agencies governance documents consistent with
developments in DGCL that enable companies incorporated in Delaware to
limit the liability of certain of their officers in narrow
circumstances. As discussed in the Notices of Filing, the Clearing
Agencies state that such amendments are increasingly common for public
companies; that the number of stockholder proposals calling for such
amendments have continued to increase since 2012 when the DGCL was
amended; and that the majority of these proposals have been approved by
wide margins.\44\ The Clearing Agencies state that failing to adopt
such amendments could potentially expose Nasdaq to higher litigation
expenses and impact its recruitment and retention of officer
candidates.\45\ Additionally, updates to Articles VII-XIII clarify
officer roles, indemnification limits, emergency by-law provisions, and
record-keeping requirements. The proposed amendments to the Certificate
and By-laws should help to ensure that the Clearing Agencies are so
organized and have the capacity to be able to carry out the purposes of
the Exchange Act by staying consistent with DGCL, while also promoting
the prompt and accurate clearance and settlement of securities
transactions by ensuring their
[[Page 61462]]
governance By-laws are consistent with their Certificate.
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\44\ See, e.g., BSECC Notice of Filing, supra note 3, at 48073.
\45\ Id.
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Accordingly, the Proposed Rule Change is consistent with the
requirements of Section 17A(b)(3)(A) and (F) of the Exchange Act.\46\
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\46\ Id.
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B. Consistency With Rule 17ad-22(e)(2) Under the Exchange Act
Rule 17ad-22(e)(2) under the Exchange Act requires that a covered
clearing agency establish, implement, maintain, and enforce written
policies and procedures reasonably designed to provide for governance
arrangements that, among other things, (1) are clear and transparent,
and (2) support the public interest requirements in Section 17A of the
Exchange Act.\47\
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\47\ 17 CFR 240.17ad-22(e)(2).
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As described above, the amendments to the Certificate and By-laws
make the Clearing Agencies governance documents consistent with
developments in DGCL that enable companies incorporated in Delaware to
limit the liability of certain of their officers in narrow
circumstances. By aligning the governance arrangements in the By-laws
with the amendments in the Certificate made as a result in a change to
the DGCL, the Proposed Rule Change should provide for governance
arrangements that are clear and transparent. Additionally, updates to
Articles VII-XIII clarify officer roles, indemnification limits,
emergency by-law provisions, and record-keeping requirements should
further provide clear and transparent governance arrangements that
support the public interest requirements in Section 17A of the Exchange
Act.
Accordingly, the Proposed Rule Change is consistent with Rule 17ad-
22(e)(2) under the Exchange Act.\48\
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\48\ Id.
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IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 1, is consistent with the Exchange
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#6012150c054d030f0d0d050e1413201305034e070f16"><span class="__cf_email__" data-cfemail="0674736a632b65696b6b636872754675636528616970">[email protected]</span></a>. Please include
file number SR-BSECC-2025-001; SR-SCCP-2025-01 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 numbers SR-BSECC-2025-001; SR-
SCCP-2025-01. 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 of submission.
The Commission will post all comments on the Commission's website
(<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be
available for inspection and copying at the principal office of BSECC.
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 numbers SR-BSECC-2025-001; SR-
SCCP-2025-01 and should be submitted on or before January 21, 2026.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Exchange Act,\49\ to approve the proposed rule change prior to the
30th day after the date of publication of notice of the filing of
Amendment No. 1 in the Federal Register. As discussed above, Amendment
No. 1 modified the Notices of Filing to correct the statutory basis
section describing how the proposed rule changes are consistent with
the Act, namely Sections 17A(b)(3)(A) \50\ and 17A(b)(3)(F) \51\ and
Rule 17ad-22(e)(2) under the Act.
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\49\ 15 U.S.C. 78s(b)(2).
\50\ 15 U.S.C. 78q-1(b)(3)(A).
\51\ 15 U.S.C. 78q-1(b)(3)(F).
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For similar reasons as discussed above, the Commission finds that
Amendment No. 1 is consistent with the requirement that the Clearing
Agencies' rules be designed to promote the prompt and accurate
clearance and settlement of securities transactions under Section
17A(b)(3)(F) of the Exchange Act.\52\ Accordingly, the Commission finds
good cause, pursuant to Section 19(b)(2) of the Exchange Act, to
approve the proposed rule change, as modified by Amendment No. 1, on an
accelerated basis, pursuant to Section 19(b)(2) of the Exchange
Act.\53\
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\52\ 15 U.S.C. 78q-1(b)(3)(F).
\53\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
On the basis of the foregoing, the Commission finds that the
proposed rule change, as modified by Amendment No. 1, is consistent
with the requirements of the Exchange Act, and in particular, the
requirements of Section 17A of the Exchange Act \54\ and the rules and
regulations thereunder.
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\54\ In approving the Proposed Rule Change, the Commission has
considered the proposed rules' impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
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It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\55\ that the proposed rule change (SR-BSECC-2025-001; SR-
SCCP-2025-01), as modified by Amendment No. 1, be, and hereby is,
approved.
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\55\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\56\
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\56\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-24057 Filed 12-30-25; 8:45 am]
BILLING CODE 8011-01-P
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