80 FR 28331 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Constituent Documents of Its Intermediate Parent Companies NYSE Holdings LLC., Intercontinental Exchange, Inc., To Eliminate Certain Provisions That by Their Terms Have Become Void and Are of No Further Force and Effect as a Result of the Sale by ICE of Euronext N.V. in June 2014 and Make Conforming Changes to the Independence Policy of the Board of Directors of ICE

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 95 (May 18, 2015)

Page Range		28331-28335
FR Document		2015-11870
Federal Register, Volume 80 Issue 95 (Monday, May 18, 2015)
[Federal Register Volume 80, Number 95 (Monday, May 18, 2015)]
[Notices]
[Pages 28331-28335]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-11870]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74928; File No. SR-NYSE-2015-18]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending the Constituent Documents of Its Intermediate Parent Companies 
NYSE Holdings LLC., Intercontinental Exchange, Inc., To Eliminate 
Certain Provisions That by Their Terms Have Become Void and Are of No 
Further Force and Effect as a Result of the Sale by ICE of Euronext 
N.V. in June 2014 and Make Conforming Changes to the Independence 
Policy of the Board of Directors of ICE

May 12, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on May 1, 2015, 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 the constituent documents of its 
intermediate parent companies NYSE Holdings LLC, a Delaware limited 
liability company (``NYSE Holdings''), and Intercontinental Exchange 
Holdings, Inc., a Delaware corporation (``ICE Holdings''), and its 
ultimate parent company, Intercontinental Exchange, Inc., a Delaware 
corporation (``ICE''), to eliminate certain provisions that by their 
terms have become void and are of no further force and effect as a 
result of the sale by ICE of Euronext N.V. (``Euronext'') in June 2014. 
The Exchange also seeks approval of conforming changes to the 
Independence Policy of the Board of Directors of ICE (the 
``Independence Policy''). The text of the proposed rule change is 
available on the Exchange's Web site at www.nyse.com, 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 requests approval to amend the constituent documents 
of its intermediate parent companies NYSE Holdings and ICE Holdings, 
and of its ultimate parent company, ICE, to eliminate certain 
provisions that by their terms have become void and are of no further 
force and effect as a result of the sale by ICE of Euronext in June 
2014, upon consummation of which ICE, ICE Holdings and NYSE Holdings 
ceased to control Euronext.\4\ The Exchange also requests approval of 
conforming changes to the Independence Policy.\5\
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    \4\ ICE, a public company listed on the Exchange, owns 100% of 
ICE Holdings, which in turn owns 100% of NYSE Holdings. Through ICE 
Holdings, NYSE Holdings and NYSE Group, Inc., ICE indirectly owns 
(1) 100% of the equity interest of three registered national 
securities exchanges and self-regulatory organizations (together, 
the ``NYSE Exchanges'')--the Exchange, NYSE Arca, Inc. (``NYSE 
Arca'') and NYSE MKT LLC (``NYSE MKT'')--and (2) 100% of the equity 
interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE Arca 
L.L.C. and NYSE Arca Equities, Inc. ICE also indirectly owns a 
majority interest in NYSE Amex Options LLC. See Exchange Act Release 
No. 70210 (August 15, 2013), 78 FR 51758 (August 21, 2013) (SR-NYSE-
2013-42; SR-NYSEMKT-2013-50; SR-NYSEArca-2013-62) (``Release No. 
70210'') (approving proposed rule change relating to a corporate 
transaction in which NYSE Euronext will become a wholly owned 
subsidiary of IntercontinentalExchange Group, Inc.).
    \5\ The Exchange's affiliates NYSE Arca and NYSE MKT have also 
submitted the same proposed rule change. See SR-NYSEMKT-2015-32 and 
SR-NYSEArca-2015-33.
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    The Exchange believes the proposed changes are desirable to avoid 
the potential for confusion that could arise if ICE, ICE Holdings and 
NYSE Holdings were to retain in their constituent documents or in the 
Independence Policy provisions that are no longer operative.
Background
    In 2007, the Exchange's direct parent, NYSE Group Inc. (``NYSE 
Group''), entered into a business combination transaction with Euronext 
N.V. (``Euronext'') in which NYSE Group and Euronext became wholly 
owned subsidiaries of a newly formed company, NYSE Euronext, a Delaware 
corporation. The Certificate of Incorporation and Bylaws of NYSE 
Euronext included provisions (a) requiring NYSE Euronext and its board 
of directors to give due consideration to requirements of European law 
and regulation applicable to the operation of Euronext's European 
business; (b) requiring NYSE Euronext and its board of directors to 
cause Euronext's subsidiaries to operate in compliance with applicable 
law and regulation and to cooperate with European regulators; (c) 
relating to board compositions and similar matters; and (d) prohibiting 
the amendment of such provisions without a supermajority vote of the 
directors in light of Euronext's minority representation on the board 
(collectively, the ``European Provisions''). NYSE Euronext's

[[Page 28332]]

Certificate of Incorporation and Bylaws also included provisions for 
the automatic suspension or voiding of the European Provisions under 
specified circumstances, including circumstances under which NYSE 
Euronext no longer exercised a controlling interest (as therein 
defined) over Euronext (the ``Voiding Provisions'').\6\
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    \6\ See Exchange Act Release No. 55293 (February 14, 2007), 72 
FR 8033 (Feb. 22, 2007) (SR-NYSE-2006-120).
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    In 2013, ICE Holdings (then known as IntercontinentalExchange, 
Inc.) entered into a business combination transaction with NYSE 
Euronext in which ICE Holdings and NYSE Holdings (then known as NYSE 
Euronext Holdings LLC), as successor to NYSE Euronext, became wholly 
owned subsidiaries of a newly formed company, ICE (then known as 
IntercontinentalExchange Group, Inc.). In connection with this 
transaction, the European Provisions and the Voiding Provisions were 
modified as they applied to NYSE Holdings and were incorporated, in 
substantially the same modified form, into the Certificate of 
Incorporation and Bylaws of ICE, along with the Voiding Provisions. In 
relevant part, the Voiding Provisions applicable to ICE and NYSE 
Holdings were modified to specify that the European Provisions would 
automatically become void and be of no further force and effect if at 
any time ICE or NYSE Holdings, as the case may be, ceased to 
``control'' Euronext, with ``control'' defined under International 
Financial Reporting Standard 10 (as in force at its date of first 
effectiveness on January 1, 2014), and with cessation of control 
subject to confirmation from the entity's registered public accountants 
and to a public disclosure requirement.\7\
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    \7\ See Exchange Act Release No. 70210, 78 FR at 51758.
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    In March 2014, in preparation for its announced plan to sell 
Euronext, ICE contributed its ownership of NYSE Holdings to ICE 
Holdings, and in connection therewith the Certificate and Bylaws of ICE 
Holdings were amended to incorporate the modified European Provisions 
and the modified Voiding Provisions.\8\ The Certificate of 
Incorporation and Bylaws of ICE and of ICE Holdings, and the Limited 
Liability Company Agreement of NYSE Holdings are referred to 
collectively as the ``Constituent Documents''.
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    \8\ See Exchange Act Release No. 71721 (Mar. 13, 2014), 79 FR 
15367 (Mar. 19, 2014) (SR-NYSE-2014-04; SR-NYSEMKT-2014-10; SR-
NYSEArca-2014-08).
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    In June 2014, ICE consummated the sale of substantially all of its 
interest in Euronext and, accordingly, ceased to control Euronext 
within the meaning of the Voiding Provisions. As a result, the Voiding 
Provisions in each of the Constituent Documents were triggered, and the 
European Provisions in the Constituent Documents automatically became 
void and are of no further force and effect.\9\
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    \9\ See Exchange Act Release No. 73740 (Dec. 4, 2014), 79 FR 
73362 (Dec. 10, 2014) (``Release No. 73740'') (SR-NYSE-2014-53; SR-
NYSEMKT-2014-83; SR-NYSEArca-2014-112), for additional information 
about the events that resulted in the triggering of the Voiding 
Provisions.
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    The Exchange accordingly proposes to make the following changes to 
the constituent documents of ICE, ICE Holdings and NYSE Holdings:
    Certificate of Incorporation of ICE. The Amended and Restated 
Certificate of Incorporation of ICE would be further amended and 
restated as set forth in Exhibit 5A to update the recitals in the 
initial certification and to eliminate the following provisions, which 
have become void and without further force and effect by operation of 
the indicated section because ICE no longer controls Euronext:
     Pursuant to Art. XIII, Section A.2., the following 
provisions are void and would be deleted: Art. V, Section A.2.(d); Art. 
V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); 
Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section 
B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and 
(c)(ii); Art. VII, clause (B); and Art. X, clause (B).
     In addition, the phrases ``or any European Market 
Subsidiary (as defined below)'' has been deleted from Art V, Section 
A.1., and the phrase ``or any European Market Subsidiary'' has been 
deleted from Art. V, Section B.1., in each case because the phrase 
refers to a term that is no longer used in the document.
     In Art. V, Section A.3.(a)(i), a reference has been added 
to ICE Holdings and the erroneous name NYSE Euronext LLC has been 
corrected to refer to NYSE Holdings LLC. Additionally, references to 
ICE Holdings and NYSE Holdings have been added to Art. V, Section 
B.3.(a)(i). These matters were previously addressed in the last 
sentence of Section 3.15(g) of the Bylaws of ICE.
     Art. XIII itself is deleted because its sole purpose was 
to define the circumstances under which ICE would no longer control 
Euronext and to specify the provisions that became void upon such 
event. The Exchange believes it would be confusing to retain Art. XIII 
because it refers to events that have occurred and to provisions that 
will have been deleted.
     Art. XIV, establishing an effective time for the document, 
has been deleted because the effective time is addressed in the initial 
certification.
    Bylaws of ICE. The Fourth Amended and Restated Bylaws of ICE would 
be further amended and restated as set forth in Exhibit 5B to eliminate 
the following provisions, which have become void and without further 
force and effect by operation of the indicated section because ICE no 
longer controls Euronext:
     Pursuant to Section 10.9(b)(3), the following provisions 
are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 
3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 
8.5, 9.2, 9.5, and 10.8; each occurrence of the words ``pursuant to a 
resolution adopted by at least 75% of the directors then in office'' in 
Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 
3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A).
     In Section 3.1, where the reference to 75% of the 
directors then in office is eliminated, the standard for setting the 
number of directors is set to a majority of the directors then in 
office, which was the standard in effect at NYSE Group prior to the 
Euronext transaction in 2007.
     In Section 3.5, a provision calling for one board meeting 
to be held in Europe in each year is deleted. This provision was 
included to accommodate the interests of the Euronext-affiliated 
directors and, while it was not identified for automatic deletion, ICE 
views the requirement as imposing an unnecessary expense on ICE and 
believes the venue of meetings should be in the discretion of 
management.
     The last sentence of Section 3.15(g) (which will be 
redesignated Section 3.15) is deleted for the reasons discussed above 
under ``Certificate of Incorporation of ICE''.
     Section 8.6, applicable to records that relate to both a 
European Market Subsidiary and a U.S. Regulated Subsidiary, has been 
deleted because the definition of European Market Subsidiary and all 
other references to the term have been deleted.
     Section 10.9 is deleted in its entirety for the reasons 
set forth above relating to Article XIII of the Certificate of 
Incorporation of ICE, and also because Section 10.9 refers to Stichting 
NYSE Euronext and its Articles of Formation, which no longer asserts 
any authority over ICE.\10\
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    \10\ See Release No. 73740, 79 FR at 73362 and note 9, supra.
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    Independence Policy. The Independence Policy would be revised

[[Page 28333]]

to eliminate from paragraph 3 the references to European securities 
exchanges and European regulatory authorities that are no longer 
controlled by, or regulators of entities controlled by, ICE. See 
Exhibit 5C.
    Certificate of Incorporation of ICE Holdings. The Sixth Amended and 
Restated Certificate of Incorporation of ICE Holdings would be further 
amended and restated as set forth in Exhibit 5D to update the recitals 
in the initial certification and to eliminate the following provisions, 
which have become void and without further effect by operation of the 
indicated section because ICE Holdings no longer controls Euronext:
     Pursuant to Art. XIII, Section A.2., the following 
provisions are void and would be deleted: Art. V, Section A.2.(d); Art 
V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); 
Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section 
B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and 
(c)(ii); Art. VII, clause (B); and Art. X, clause (B).
     In addition, the phrases ``or any European Market 
Subsidiary (as defined below)'' has been deleted from Art. V, Section 
A.1., and the phrase ``or any European Market Subsidiary'' has been 
deleted from Art. V, Section B.1., in each case because the phrase 
refers to a term that is no longer used in the document.
     Art. XIII itself is deleted for the same reasons as 
discussed above for ICE.
    Bylaws of ICE Holdings. The Third Amended and Restated Bylaws of 
ICE Holdings would be further amended and restated as set forth in 
Exhibit 5E to eliminate the following provisions, which have become 
void and without further force and effect by operation of the indicated 
section because ICE Holdings no longer controls Euronext:
     Pursuant to Section 10.9(b)(3), the following provisions 
are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 
3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 
8.5, 9.2, 9.5, and 10.8; each occurrence of the words ``pursuant to a 
resolution adopted by at a majority of the directors then in office'' 
in Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 
3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A).
     In Section 3.5, a provision calling for one board meeting 
to be held in Europe in each year is deleted, for the reasons discussed 
above under ``Bylaws of ICE.''
     Section 8.6 is deleted for the reasons discussed above 
under ``Bylaws of ICE''.
     Section 10.9 is deleted in its entirety for the reasons 
set forth above under ``Bylaws of ICE''.
    Limited Liability Company Agreement of NYSE Holdings. The Sixth 
Amended and Restated Limited Liability Company Agreement of NYSE 
Holdings would be further amended and restated as set forth in Exhibit 
5F to update the recitals and to eliminate the following provisions, 
which have become void and without further force and effect by 
operation of the indicated section because NYSE Holdings no longer 
controls Euronext:
     Pursuant to Section 16.3(b)(3), the following provisions 
are void and would be deleted: Sections 3.12(b)(1), 3.12(c)(2), 
3.12(c)(4), 3.12(c)(6),\11\ 12.1(b), 12.2(b), 12.2(c)(ii), 12.3(b), 
12.3(d), 12.4(b), 13.2, 14.2, 14.5, and 16.2; and, additionally, 
Sections 4.1(b), 9.1(a)(2)(d), 9.1(a)(3)(A)(ii), 9.1(a)(3)(A)(iii)(z), 
9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y), 9.1(a)(3)(D)(i)(y),\12\ 
9.1(a)(4)(b),\13\ 9.1(b)(2)(d), 9.1(b)(3)(A)(ii), 9.1(b)(3)(A)(iii)(z), 
9.1(b)(3)(B)(ii), 9.1(b)(3)(B)(y), 9.1(b)(3)(C)(ii), 16.1(a)(A) and 
16.1(b), and the definitions of ``Euronext College of Regulators'', 
``European Exchange Regulations'', ``European Regulated Market'', 
``European Regulator'', ``European Market Subsidiary'' and ``Europe'' 
set forth in Section 1.1.
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    \11\ The four subsections of Section 3.12 are mistakenly 
identified in Section 16.3(a) as subsections of Section 3.11.
    \12\ Sections 9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y) and 
9.1(a)(3)(D)(i)(y) are mistakenly identified in Section 16.3 as 
subsections of Section 9.1(c)(3) rather than Section 9.1(a)(3).
    \13\ Section 9.1(a)(4)(b) is mistakenly identified in Section 
16.3 as a subsection of Section 9.1(c)(4) rather than Section 
9.1(a)(4).
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     Additional definitions that define terms no longer used in 
the document also are deleted from Section 1.1: ``Euronext'', 
``Euronext Call Option'', ``Euronext Transaction Time'', ``European 
Disqualified Person'', ``European Subsidiaries' Confidential 
Information'', ``Execution Date'', ``Extraordinary Transaction'', 
``Foundation'', ``Governmental Entity'' (and the reference to such term 
in the definition of ``Law''), ``Merger'' and ``Priority Shares''.
     Certain cross-references have been corrected in the 
definitions of ``ETP Holder'', ``MKT Member'', ``NYSE Arca'', ``NYSE 
Arca Equities'', ``NYSE Market'', ``NYSE Member'', ``NYSE MKT'', ``OTP 
Firm'', ``OTP Holder'' and ``U.S. Disqualified Person''.
     In Section 3.7, a provision calling for one board meeting 
to be held in Europe in each year is deleted for the reasons discussed 
above under ``Bylaws of ICE''.
     References to European filing requirements have been 
eliminated from Section 7.2.
     Section 12.4(c), applicable to records that relate to both 
a European Market Subsidiary and a U.S. Regulated Subsidiary, has been 
deleted for the reasons discussed above under ``Bylaws of ICE,'' 
Section 8.6.
     Section 16.3 itself is deleted for the reasons discussed 
under ``Certificate of Incorporation of ICE'' with reference to Art. 
XIII.
     The phrase ``or any European Market Subsidiary'' has been 
eliminated from Sections 9.1(a)(1) and 9.1(b)(1), in each case because 
the phrase refers to a term that is no longer used in the document.
    In each case, where a provision being eliminated falls within a 
numbered or lettered list, the subsequent numbers or letters, as the 
case may be, and related cross-references have been adjusted for 
continuity. In some cases where a list contains only a small number of 
items after eliminations, the number or lettering has been removed 
entirely.
    Other non-substantive conforming changes have been made as 
appropriate for clarity and consistency.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \14\ in general, and with Section 
6(b)(1) \15\ 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 Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange. The European Provisions were 
implemented at a time when the Exchange was owned by a company with 
substantial holdings of non-U.S. securities exchanges, substantial non-
U.S. board representation, and explicit obligations on the part of its 
board to give due consideration to matters of non-U.S. law and the 
interests of non-U.S. stakeholders. In light of the elimination of 
these concerns and the concomitant voiding of the European Provisions, 
the Exchange believes that the proposed rule change is consistent with 
Section 6(b)(1).
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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(1).
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    The Exchange also believes that this filing furthers the objectives 
of Section 6(b)(5) of the Exchange Act \16\ because

[[Page 28334]]

the proposed rule change would be consistent with and facilitate a 
governance and regulatory structure that 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 regulating, clearing, settling, processing 
information with respect to, and 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. The Exchange believes that 
elimination of the European Provisions (which by their terms are now 
void and of no further force and effect) will remove impediments to the 
operation of the Exchange by eliminating the potential for uncertainty 
among analysts and investors as to the practical implications of the 
European Provisions on the Exchange as a marketplace and as a 
significant asset of ICE if they remain in the Constituent Documents 
notwithstanding their vitiation by the Voiding Provisions. For the same 
reasons, the proposed rule change is also designed to protect investors 
as well as the public interest.
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    \16\ 15 U.S.C. 78f(b)(5).
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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 Exchange Act. The proposed rule 
change would shorten and simplify the Constituent Documents and the ICE 
Directors Independence Policy without making any substantive changes, 
thereby enhancing their transparency. The proposed rule change would 
result in no concentration or other changes of ownership of 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) of the Act \17\ and Rule 19b-4(f)(6) thereunder.\18\ 
Because the foregoing 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 and Rule 19b-4(f)(6) thereunder.\19\
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-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 the 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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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \20\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \21\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing. The Exchange 
notes that such waiver would accommodate the timing of the 
effectiveness under the Delaware General Corporation Law of the Second 
Amended and Restated Certificate of Incorporation of ICE, which the 
Exchange represents will be filed in Delaware upon approval by the 
stockholders of ICE at the annual meeting of stockholders scheduled for 
May 2015. The Exchange believes that waiving the 30-day operative delay 
would permit the modifications to occur at an earlier time and thereby 
reduce the potential for confusion among persons reading the 
Constituent Documents. The Commission believes that waiving the 30-day 
operative delay is consistent with the protection of investors and the 
public interest. Therefore, the Commission hereby waives the operative 
delay and designates the proposed rule change operative upon 
filing.\22\
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    \20\ 17 CFR 240.19b-4(f)(6).
    \21\ 17 CFR 240.19b-4(f)(6)(iii).
    \22\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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 shall institute proceedings to 
determine whether the proposed rule 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

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2015-18 on the subject line.

Paper Comments

     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-2015-18. 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 Web site (http://www.sec.gov/rules/sro.shtml.) 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 Web site 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 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2015-18, and should be 
submitted on or before June 8, 2015.


[[Page 28335]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-11870 Filed 5-15-15; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices 28331

amendments, all written statements (‘‘NYSE’’ or the ‘‘Exchange’’) filed with their terms have become void and are of
with respect to the proposed rule the Securities and Exchange no further force and effect as a result of
change that are filed with the Commission (the ‘‘Commission’’) the the sale by ICE of Euronext in June
Commission, and all written proposed rule change as described in 2014, upon consummation of which
communications relating to the Items I and II below, which Items have ICE, ICE Holdings and NYSE Holdings
proposed rule change between the been prepared by the self-regulatory ceased to control Euronext.4 The
Commission and any person, other than organization. The Commission is Exchange also requests approval of
those that may be withheld from the publishing this notice to solicit conforming changes to the
public in accordance with the comments on the proposed rule change Independence Policy.5
provisions of 5 U.S.C. 552, will be from interested persons. The Exchange believes the proposed
available for Web site viewing and changes are desirable to avoid the
printing in the Commission’s Public I. Self-Regulatory Organization’s potential for confusion that could arise
Reference Room, 100 F Street NE., Statement of the Terms of Substance of if ICE, ICE Holdings and NYSE Holdings
Washington, DC 20549 on official the Proposed Rule Change were to retain in their constituent
business days between the hours of The Exchange proposes to amend the documents or in the Independence
10:00 a.m. and 3:00 p.m. Copies of such constituent documents of its Policy provisions that are no longer
filing also will be available for intermediate parent companies NYSE operative.
inspection and copying at the principal Holdings LLC, a Delaware limited Background
offices of the Exchange. All comments liability company (‘‘NYSE Holdings’’),
received will be posted without change; and Intercontinental Exchange In 2007, the Exchange’s direct parent,
the Commission does not edit personal Holdings, Inc., a Delaware corporation NYSE Group Inc. (‘‘NYSE Group’’),
identifying information from (‘‘ICE Holdings’’), and its ultimate entered into a business combination
submissions. You should submit only parent company, Intercontinental transaction with Euronext N.V.
information that you wish to make Exchange, Inc., a Delaware corporation (‘‘Euronext’’) in which NYSE Group and
available publicly. All submissions (‘‘ICE’’), to eliminate certain provisions Euronext became wholly owned
should refer to File Number SR–BYX– that by their terms have become void subsidiaries of a newly formed
2015–24, and should be submitted on or and are of no further force and effect as company, NYSE Euronext, a Delaware
before June 8, 2015. June 5, 2015. a result of the sale by ICE of Euronext corporation. The Certificate of
N.V. (‘‘Euronext’’) in June 2014. The Incorporation and Bylaws of NYSE
For the Commission, by the Division of
Trading and Markets, pursuant to delegated Exchange also seeks approval of Euronext included provisions (a)
authority.13 conforming changes to the requiring NYSE Euronext and its board
Robert W. Errett, Independence Policy of the Board of of directors to give due consideration to
requirements of European law and
Deputy Secretary. Directors of ICE (the ‘‘Independence
regulation applicable to the operation of
[FR Doc. 2015–11879 Filed 5–15–15; 8:45 am] Policy’’). The text of the proposed rule
Euronext’s European business; (b)
BILLING CODE 8011–01–P change is available on the Exchange’s
requiring NYSE Euronext and its board
Web site at www.nyse.com, at the
of directors to cause Euronext’s
principal office of the Exchange, and at
subsidiaries to operate in compliance
SECURITIES AND EXCHANGE the Commission’s Public Reference
with applicable law and regulation and
COMMISSION Room.
to cooperate with European regulators;
[Release No. 34–74928; File No. SR–NYSE– II. Self-Regulatory Organization’s (c) relating to board compositions and
2015–18] Statement of the Purpose of, and similar matters; and (d) prohibiting the
Statutory Basis for, the Proposed Rule amendment of such provisions without
Self-Regulatory Organizations; New Change a supermajority vote of the directors in
York Stock Exchange LLC; Notice of light of Euronext’s minority
Filing and Immediate Effectiveness of In its filing with the Commission, the
representation on the board
Proposed Rule Change Amending the self-regulatory organization included
(collectively, the ‘‘European
Constituent Documents of Its statements concerning the purpose of,
Provisions’’). NYSE Euronext’s
Intermediate Parent Companies NYSE and basis for, the proposed rule change
Holdings LLC., Intercontinental and discussed any comments it received 4 ICE, a public company listed on the Exchange,
Exchange, Inc., To Eliminate Certain on the proposed rule change. The text owns 100% of ICE Holdings, which in turn owns
Provisions That by Their Terms Have of those statements may be examined at 100% of NYSE Holdings. Through ICE Holdings,
the places specified in Item IV below. NYSE Holdings and NYSE Group, Inc., ICE
Become Void and Are of No Further indirectly owns (1) 100% of the equity interest of
Force and Effect as a Result of the The Exchange has prepared summaries, three registered national securities exchanges and
Sale by ICE of Euronext N.V. in June set forth in sections A, B, and C below, self-regulatory organizations (together, the ‘‘NYSE
2014 and Make Conforming Changes of the most significant parts of such Exchanges’’)—the Exchange, NYSE Arca, Inc.
statements. (‘‘NYSE Arca’’) and NYSE MKT LLC (‘‘NYSE
to the Independence Policy of the MKT’’)—and (2) 100% of the equity interest of
Board of Directors of ICE A. Self-Regulatory Organization’s NYSE Market (DE), Inc., NYSE Regulation, Inc.,
NYSE Arca L.L.C. and NYSE Arca Equities, Inc. ICE
May 12, 2015. Statement of the Purpose of, and the also indirectly owns a majority interest in NYSE
Pursuant to Section 19(b)(1) 1 of the Statutory Basis for, the Proposed Rule Amex Options LLC. See Exchange Act Release No.
asabaliauskas on DSK5VPTVN1PROD with NOTICES

Securities Exchange Act of 1934 (the Change 70210 (August 15, 2013), 78 FR 51758 (August 21,
2013) (SR–NYSE–2013–42; SR–NYSEMKT–2013–
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 1. Purpose 50; SR–NYSEArca–2013–62) (‘‘Release No. 70210’’)
notice is hereby given that on May 1, (approving proposed rule change relating to a
2015, New York Stock Exchange LLC The Exchange requests approval to corporate transaction in which NYSE Euronext will
amend the constituent documents of its become a wholly owned subsidiary of
intermediate parent companies NYSE IntercontinentalExchange Group, Inc.).
13 17 CFR 200.30–3(a)(12). 5 The Exchange’s affiliates NYSE Arca and NYSE
1 15 U.S.C. 78s(b)(1). Holdings and ICE Holdings, and of its MKT have also submitted the same proposed rule
2 15 U.S.C. 78a. ultimate parent company, ICE, to change. See SR–NYSEMKT–2015–32 and SR–
3 17 CFR 240.19b–4. eliminate certain provisions that by NYSEArca–2015–33.

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28332 Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices

Certificate of Incorporation and Bylaws the Voiding Provisions. As a result, the • Art. XIV, establishing an effective
also included provisions for the Voiding Provisions in each of the time for the document, has been deleted
automatic suspension or voiding of the Constituent Documents were triggered, because the effective time is addressed
European Provisions under specified and the European Provisions in the in the initial certification.
circumstances, including circumstances Constituent Documents automatically Bylaws of ICE. The Fourth Amended
under which NYSE Euronext no longer became void and are of no further force and Restated Bylaws of ICE would be
exercised a controlling interest (as and effect.9 further amended and restated as set
therein defined) over Euronext (the The Exchange accordingly proposes to forth in Exhibit 5B to eliminate the
‘‘Voiding Provisions’’).6 make the following changes to the following provisions, which have
In 2013, ICE Holdings (then known as constituent documents of ICE, ICE become void and without further force
IntercontinentalExchange, Inc.) entered Holdings and NYSE Holdings: and effect by operation of the indicated
into a business combination transaction Certificate of Incorporation of ICE. section because ICE no longer controls
with NYSE Euronext in which ICE The Amended and Restated Certificate Euronext:
Holdings and NYSE Holdings (then of Incorporation of ICE would be further • Pursuant to Section 10.9(b)(3), the
known as NYSE Euronext Holdings amended and restated as set forth in following provisions are void and
LLC), as successor to NYSE Euronext, Exhibit 5A to update the recitals in the would be deleted: Sections 3.14(a)(1),
became wholly owned subsidiaries of a initial certification and to eliminate the 3.14(b)(2), 3.14(b)(4), 3.14(b)(6), 7.2,
newly formed company, ICE (then following provisions, which have 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d),
known as IntercontinentalExchange become void and without further force 8.5, 9.2, 9.5, and 10.8; each occurrence
Group, Inc.). In connection with this and effect by operation of the indicated of the words ‘‘pursuant to a resolution
transaction, the European Provisions section because ICE no longer controls adopted by at least 75% of the directors
and the Voiding Provisions were Euronext: then in office’’ in Section 3.1; and
modified as they applied to NYSE • Pursuant to Art. XIII, Section A.2., additionally Sections 3.15(a), 3.15(b),
Holdings and were incorporated, in the following provisions are void and 3.15(c), 3.15(d), 3.15(e), 3.15(f), 11.1(b),
substantially the same modified form, would be deleted: Art. V, Section 11.2(b) and 11.3(A).
into the Certificate of Incorporation and A.2.(d); Art. V, Section A.3.(a)(ii), • In Section 3.1, where the reference
Bylaws of ICE, along with the Voiding (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); to 75% of the directors then in office is
Provisions. In relevant part, the Voiding Art. V, Section A.4.(b), A.8, A.9, A.10 eliminated, the standard for setting the
Provisions applicable to ICE and NYSE and A.11; Art. V, Section B.2.(d); Art. V, number of directors is set to a majority
Holdings were modified to specify that Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) of the directors then in office, which
the European Provisions would and (c)(ii); Art. VII, clause (B); and Art. was the standard in effect at NYSE
automatically become void and be of no X, clause (B). Group prior to the Euronext transaction
further force and effect if at any time • In addition, the phrases ‘‘or any in 2007.
ICE or NYSE Holdings, as the case may European Market Subsidiary (as defined • In Section 3.5, a provision calling
be, ceased to ‘‘control’’ Euronext, with below)’’ has been deleted from Art V, for one board meeting to be held in
‘‘control’’ defined under International Section A.1., and the phrase ‘‘or any Europe in each year is deleted. This
Financial Reporting Standard 10 (as in European Market Subsidiary’’ has been provision was included to accommodate
force at its date of first effectiveness on deleted from Art. V, Section B.1., in the interests of the Euronext-affiliated
January 1, 2014), and with cessation of each case because the phrase refers to a directors and, while it was not
control subject to confirmation from the term that is no longer used in the identified for automatic deletion, ICE
entity’s registered public accountants document. views the requirement as imposing an
and to a public disclosure requirement.7 • In Art. V, Section A.3.(a)(i), a unnecessary expense on ICE and
In March 2014, in preparation for its reference has been added to ICE believes the venue of meetings should
announced plan to sell Euronext, ICE Holdings and the erroneous name NYSE be in the discretion of management.
contributed its ownership of NYSE Euronext LLC has been corrected to • The last sentence of Section 3.15(g)
Holdings to ICE Holdings, and in refer to NYSE Holdings LLC. (which will be redesignated Section
connection therewith the Certificate and Additionally, references to ICE Holdings 3.15) is deleted for the reasons
Bylaws of ICE Holdings were amended and NYSE Holdings have been added to discussed above under ‘‘Certificate of
to incorporate the modified European Art. V, Section B.3.(a)(i). These matters Incorporation of ICE’’.
Provisions and the modified Voiding • Section 8.6, applicable to records
were previously addressed in the last
Provisions.8 The Certificate of that relate to both a European Market
sentence of Section 3.15(g) of the
Incorporation and Bylaws of ICE and of Subsidiary and a U.S. Regulated
Bylaws of ICE.
ICE Holdings, and the Limited Liability Subsidiary, has been deleted because
• Art. XIII itself is deleted because its
Company Agreement of NYSE Holdings the definition of European Market
sole purpose was to define the
are referred to collectively as the Subsidiary and all other references to
circumstances under which ICE would
‘‘Constituent Documents’’. the term have been deleted.
no longer control Euronext and to • Section 10.9 is deleted in its
In June 2014, ICE consummated the specify the provisions that became void
sale of substantially all of its interest in entirety for the reasons set forth above
upon such event. The Exchange believes relating to Article XIII of the Certificate
Euronext and, accordingly, ceased to it would be confusing to retain Art. XIII
control Euronext within the meaning of of Incorporation of ICE, and also
because it refers to events that have
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because Section 10.9 refers to Stichting
6 See Exchange Act Release No. 55293 (February
occurred and to provisions that will NYSE Euronext and its Articles of
14, 2007), 72 FR 8033 (Feb. 22, 2007) (SR–NYSE– have been deleted. Formation, which no longer asserts any
2006–120). authority over ICE.10
7 See Exchange Act Release No. 70210, 78 FR at 9 See Exchange Act Release No. 73740 (Dec. 4,
51758.
Independence Policy. The
2014), 79 FR 73362 (Dec. 10, 2014) (‘‘Release No.
8 See Exchange Act Release No. 71721 (Mar. 13, 73740’’) (SR–NYSE–2014–53; SR–NYSEMKT– Independence Policy would be revised
2014), 79 FR 15367 (Mar. 19, 2014) (SR–NYSE– 2014–83; SR–NYSEArca–2014–112), for additional
2014–04; SR–NYSEMKT–2014–10; SR–NYSEArca– information about the events that resulted in the 10 See Release No. 73740, 79 FR at 73362 and note

2014–08). triggering of the Voiding Provisions. 9, supra.

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to eliminate from paragraph 3 the • Section 10.9 is deleted in its • References to European filing
references to European securities entirety for the reasons set forth above requirements have been eliminated from
exchanges and European regulatory under ‘‘Bylaws of ICE’’. Section 7.2.
authorities that are no longer controlled Limited Liability Company Agreement • Section 12.4(c), applicable to
by, or regulators of entities controlled of NYSE Holdings. The Sixth Amended records that relate to both a European
by, ICE. See Exhibit 5C. and Restated Limited Liability Company Market Subsidiary and a U.S. Regulated
Certificate of Incorporation of ICE Agreement of NYSE Holdings would be Subsidiary, has been deleted for the
Holdings. The Sixth Amended and further amended and restated as set reasons discussed above under ‘‘Bylaws
Restated Certificate of Incorporation of forth in Exhibit 5F to update the recitals of ICE,’’ Section 8.6.
ICE Holdings would be further amended and to eliminate the following • Section 16.3 itself is deleted for the
and restated as set forth in Exhibit 5D provisions, which have become void reasons discussed under ‘‘Certificate of
to update the recitals in the initial and without further force and effect by Incorporation of ICE’’ with reference to
certification and to eliminate the operation of the indicated section Art. XIII.
following provisions, which have because NYSE Holdings no longer • The phrase ‘‘or any European
become void and without further effect controls Euronext: Market Subsidiary’’ has been eliminated
by operation of the indicated section • Pursuant to Section 16.3(b)(3), the from Sections 9.1(a)(1) and 9.1(b)(1), in
because ICE Holdings no longer controls following provisions are void and each case because the phrase refers to a
Euronext: would be deleted: Sections 3.12(b)(1), term that is no longer used in the
• Pursuant to Art. XIII, Section A.2., 3.12(c)(2), 3.12(c)(4), 3.12(c)(6),11 document.
the following provisions are void and 12.1(b), 12.2(b), 12.2(c)(ii), 12.3(b), In each case, where a provision being
would be deleted: Art. V, Section 12.3(d), 12.4(b), 13.2, 14.2, 14.5, and eliminated falls within a numbered or
A.2.(d); Art V, Section A.3.(a)(ii), 16.2; and, additionally, Sections 4.1(b), lettered list, the subsequent numbers or
(a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); 9.1(a)(2)(d), 9.1(a)(3)(A)(ii), letters, as the case may be, and related
Art. V, Section A.4.(b), A.8, A.9, A.10 9.1(a)(3)(A)(iii)(z), 9.1(a)(3)(B)(ii), cross-references have been adjusted for
and A.11; Art. V, Section B.2.(d); Art. V, 9.1(a)(3)(C)(i)(y), 9.1(a)(3)(D)(i)(y),12 continuity. In some cases where a list
Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) 9.1(a)(4)(b),13 9.1(b)(2)(d), contains only a small number of items
and (c)(ii); Art. VII, clause (B); and Art. 9.1(b)(3)(A)(ii), 9.1(b)(3)(A)(iii)(z), after eliminations, the number or
X, clause (B). 9.1(b)(3)(B)(ii), 9.1(b)(3)(B)(y), lettering has been removed entirely.
• In addition, the phrases ‘‘or any 9.1(b)(3)(C)(ii), 16.1(a)(A) and 16.1(b), Other non-substantive conforming
European Market Subsidiary (as defined and the definitions of ‘‘Euronext College changes have been made as appropriate
below)’’ has been deleted from Art. V, of Regulators’’, ‘‘European Exchange for clarity and consistency.
Section A.1., and the phrase ‘‘or any Regulations’’, ‘‘European Regulated
European Market Subsidiary’’ has been Market’’, ‘‘European Regulator’’, 2. Statutory Basis
deleted from Art. V, Section B.1., in ‘‘European Market Subsidiary’’ and The Exchange believes that the
each case because the phrase refers to a ‘‘Europe’’ set forth in Section 1.1. proposed rule change is consistent with
term that is no longer used in the • Additional definitions that define Section 6(b) of the Exchange Act 14 in
document. terms no longer used in the document general, and with Section 6(b)(1) 15 in
• Art. XIII itself is deleted for the also are deleted from Section 1.1: particular, in that it enables the
same reasons as discussed above for ‘‘Euronext’’, ‘‘Euronext Call Option’’, Exchange to be so organized as to have
ICE. ‘‘Euronext Transaction Time’’, the capacity to be able to carry out the
Bylaws of ICE Holdings. The Third ‘‘European Disqualified Person’’, purposes of the Exchange Act and to
Amended and Restated Bylaws of ICE ‘‘European Subsidiaries’ Confidential comply, and to enforce compliance by
Holdings would be further amended and Information’’, ‘‘Execution Date’’, its exchange members and persons
restated as set forth in Exhibit 5E to ‘‘Extraordinary Transaction’’, associated with its exchange members,
eliminate the following provisions, ‘‘Foundation’’, ‘‘Governmental Entity’’ with the provisions of the Exchange Act,
which have become void and without (and the reference to such term in the the rules and regulations thereunder,
further force and effect by operation of definition of ‘‘Law’’), ‘‘Merger’’ and and the rules of the Exchange. The
the indicated section because ICE ‘‘Priority Shares’’. European Provisions were implemented
Holdings no longer controls Euronext: • Certain cross-references have been at a time when the Exchange was owned
• Pursuant to Section 10.9(b)(3), the corrected in the definitions of ‘‘ETP by a company with substantial holdings
following provisions are void and Holder’’, ‘‘MKT Member’’, ‘‘NYSE of non-U.S. securities exchanges,
would be deleted: Sections 3.14(a)(1), Arca’’, ‘‘NYSE Arca Equities’’, ‘‘NYSE substantial non-U.S. board
3.14(b)(2), 3.14(b)(4), 3.14(b)(6), 7.2, Market’’, ‘‘NYSE Member’’, ‘‘NYSE representation, and explicit obligations
8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), MKT’’, ‘‘OTP Firm’’, ‘‘OTP Holder’’ and on the part of its board to give due
8.5, 9.2, 9.5, and 10.8; each occurrence ‘‘U.S. Disqualified Person’’. consideration to matters of non-U.S. law
of the words ‘‘pursuant to a resolution • In Section 3.7, a provision calling and the interests of non-U.S.
adopted by at a majority of the directors for one board meeting to be held in stakeholders. In light of the elimination
then in office’’ in Section 3.1; and Europe in each year is deleted for the of these concerns and the concomitant
additionally Sections 3.15(a), 3.15(b), reasons discussed above under ‘‘Bylaws voiding of the European Provisions, the
3.15(c), 3.15(d), 3.15(e), 3.15(f), 11.1(b), of ICE’’. Exchange believes that the proposed
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11.2(b) and 11.3(A). rule change is consistent with Section
• In Section 3.5, a provision calling
11 The four subsections of Section 3.12 are

mistakenly identified in Section 16.3(a) as 6(b)(1).
for one board meeting to be held in subsections of Section 3.11. The Exchange also believes that this
Europe in each year is deleted, for the 12 Sections 9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y) and filing furthers the objectives of Section
reasons discussed above under ‘‘Bylaws 9.1(a)(3)(D)(i)(y) are mistakenly identified in 6(b)(5) of the Exchange Act 16 because
of ICE.’’ Section 16.3 as subsections of Section 9.1(c)(3)
rather than Section 9.1(a)(3).
• Section 8.6 is deleted for the 13 Section 9.1(a)(4)(b) is mistakenly identified in
14 15 U.S.C. 78f(b).
reasons discussed above under ‘‘Bylaws Section 16.3 as a subsection of Section 9.1(c)(4) 15 15 U.S.C. 78f(b)(1).
of ICE’’. rather than Section 9.1(a)(4). 16 15 U.S.C. 78f(b)(5).

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28334 Federal Register / Vol. 80, No. 95 / Monday, May 18, 2015 / Notices

the proposed rule change would be not: (i) Significantly affect the Commission takes such action, the
consistent with and facilitate a protection of investors or the public Commission shall institute proceedings
governance and regulatory structure that interest; (ii) impose any significant to determine whether the proposed rule
is designed to prevent fraudulent and burden on competition; and (iii) become should be approved or disapproved.
manipulative acts and practices, to operative for 30 days from the date on
promote just and equitable principles of which it was filed, or such shorter time IV. Solicitation of Comments
trade, to foster cooperation and as the Commission may designate, it has Interested persons are invited to
coordination with persons engaged in become effective pursuant to Section submit written data, views, and
regulating, clearing, settling, processing 19(b)(3)(A) of the Act and Rule 19b– arguments concerning the foregoing,
information with respect to, and 4(f)(6) thereunder.19 including whether the proposed rule
facilitating transactions in securities, to A proposed rule change filed
change is consistent with the Act.
remove impediments to, and perfect the pursuant to Rule 19b–4(f)(6) under the
Comments may be submitted by any of
mechanism of a free and open market Act 20 normally does not become
operative for 30 days after the date of its the following methods:
and a national market system and, in
general, to protect investors and the filing. However, Rule 19b–4(f)(6)(iii) 21 Electronic Comments
public interest. The Exchange believes permits the Commission to designate a
that elimination of the European shorter time if such action is consistent • Use the Commission’s Internet
Provisions (which by their terms are with the protection of investors and the comment form (http://www.sec.gov/
now void and of no further force and public interest. The Exchange has asked rules/sro.shtml); or
effect) will remove impediments to the the Commission to waive the 30-day • Send an email to rule-comments@
operation of the Exchange by operative delay so that the proposal may sec.gov. Please include File Number SR–
eliminating the potential for uncertainty become operative immediately upon NYSE–2015–18 on the subject line.
among analysts and investors as to the filing. The Exchange notes that such
practical implications of the European waiver would accommodate the timing Paper Comments
Provisions on the Exchange as a of the effectiveness under the Delaware
• Send paper comments in triplicate
marketplace and as a significant asset of General Corporation Law of the Second
to Secretary, Securities and Exchange
ICE if they remain in the Constituent Amended and Restated Certificate of
Commission, 100 F Street NE.,
Documents notwithstanding their Incorporation of ICE, which the
Washington, DC 20549–1090.
vitiation by the Voiding Provisions. For Exchange represents will be filed in
the same reasons, the proposed rule Delaware upon approval by the All submissions should refer to File
change is also designed to protect stockholders of ICE at the annual Number SR–NYSE–2015–18. This file
investors as well as the public interest. meeting of stockholders scheduled for number should be included on the
May 2015. The Exchange believes that subject line if email is used. To help the
B. Self-Regulatory Organization’s waiving the 30-day operative delay Commission process and review your
Statement on Burden on Competition would permit the modifications to occur comments more efficiently, please use
The Exchange does not believe that at an earlier time and thereby reduce the only one method. The Commission will
the proposed rule change will impose potential for confusion among persons post all comments on the Commission’s
any burden on competition that is not reading the Constituent Documents. The Internet Web site (http://www.sec.gov/
necessary or appropriate in furtherance Commission believes that waiving the rules/sro.shtml.) Copies of the
of the purposes of the Exchange Act. 30-day operative delay is consistent submission, all subsequent
The proposed rule change would with the protection of investors and the amendments, all written statements
shorten and simplify the Constituent public interest. Therefore, the with respect to the proposed rule
Documents and the ICE Directors Commission hereby waives the change that are filed with the
Independence Policy without making operative delay and designates the Commission, and all written
any substantive changes, thereby proposed rule change operative upon communications relating to the
enhancing their transparency. The filing.22 proposed rule change between the
proposed rule change would result in no At any time within 60 days of the Commission and any person, other than
concentration or other changes of filing of the proposed rule change, the those that may be withheld from the
ownership of exchanges. Commission summarily may public in accordance with the
temporarily suspend such rule change if provisions of 5 U.S.C. 552, will be
C. Self-Regulatory Organization’s
it appears to the Commission that such available for Web site viewing and
Statement on Comments on the
action is necessary or appropriate in the printing in the Commission’s Public
Proposed Rule Change Received From
public interest, for the protection of Reference Room, 100 F Street NE.,
Members, Participants, or Others
investors, or otherwise in furtherance of Washington, DC 20549, on official
No written comments were solicited the purposes of the Act. If the business days between the hours of
or received with respect to the proposed 10:00 a.m. and 3:00 p.m. Copies of the
rule change. 19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
filing also will be available for
4(f)(6)(iii) requires a self-regulatory organization to
III. Date of Effectiveness of the give the Commission written notice of its intent to inspection and copying at the principal
Proposed Rule Change and Timing for file the proposed rule change, along with a brief office of the Exchange. All comments
Commission Action description and the text of the proposed rule received will be posted without change;
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change, at least five business days prior to the date the Commission does not edit personal
The Exchange has filed the proposed of filing of the proposed rule change, or such
rule change pursuant to Section shorter time as designated by the Commission. The identifying information from
19(b)(3)(A) of the Act 17 and Rule 19b– Exchange has satisfied this requirement. submissions. You should submit only
4(f)(6) thereunder.18 Because the
20 17 CFR 240.19b–4(f)(6). information that you wish to make
foregoing proposed rule change does
21 17 CFR 240.19b–4(f)(6)(iii).
available publicly. All submissions
22 For purposes only of waiving the 30-day
should refer to File Number SR–NYSE–
operative delay, the Commission has considered the
17 15 U.S.C. 78s(b)(3)(A). proposed rule’s impact on efficiency, competition,
2015–18, and should be submitted on or
18 17 CFR 240.19b–4(f)(6). and capital formation. See 15 U.S.C. 78c(f). before June 8, 2015.

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Document Created: 2015-12-16 07:39:04
Document Modified: 2015-12-16 07:39:04
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 28331