80 FR 34949 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Sections 401, 402 and 404 of the NYSEMKT Company Guide To (i) Provide That Companies Can Comply With the Exchange's Immediate Release Policy by Disseminating the Information Required To Be Disseminated Pursuant to This Policy by Any Regulation Fair Disclosure Compliant Method or Combination of Methods, (ii) Clarify the Procedures Taken by the Exchange in the Event of Unusual Market Activity and (iii) Update References to Exchange Departments and Personnel and Make Other Non-Substantive Conforming Updates
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 117 (June 18, 2015)
Federal Register Volume 80, Issue 117 (June 18, 2015)
| Page Range | 34949-34952 | |
| FR Document | 2015-14970 |
[Federal Register Volume 80, Number 117 (Thursday, June 18, 2015)] [Notices] [Pages 34949-34952] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-14970] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-75167; File No. SR-NYSEMKT-2015-40] Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Sections 401, 402 and 404 of the NYSEMKT Company Guide To (i) Provide That Companies Can Comply With the Exchange's Immediate Release Policy by Disseminating the Information Required To Be Disseminated Pursuant to This Policy by Any Regulation Fair Disclosure Compliant Method or Combination of Methods, (ii) Clarify the Procedures Taken by the Exchange in the Event of Unusual Market Activity and (iii) Update References to Exchange Departments and Personnel and Make Other Non-Substantive Conforming Updates June 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 June 3, 2015, NYSE MKT LLC (the ``Exchange'' or ``NYSE MKT'') 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. --------------------------------------------------------------------------- \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 Sections 401, 402 and 404 of the Company Guide to provide that companies can comply with the Exchange's immediate release policy by disseminating the information required to be disseminated pursuant to this policy by any Regulation Fair Disclosure (``Regulation FD'') compliant method or combination of methods, (ii) clarify the procedures taken by the Exchange in the [[Page 34950]] event of unusual market activity and (iii) update references to Exchange departments and personnel and make other non-substantive conforming updates. 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 Statutory Basis for, the Proposed Rule Change 1. Purpose Immediate Release Policy Changes Section 401(a) of the Company Guide requires a listed company to make immediate public disclosure of all material information concerning its affairs (the ``immediate release policy''). Section 401(b) provides that companies should comply with the immediate release policy by releasing material information to the public in a manner designed to obtain the widest possible public dissemination. Section 402(b)(ii) specifies that any public disclosure of material information should be made by an announcement released to the national business and financial news-wire services. Section 404 specifies the Exchange's surveillances procedures when unusual market activity occurs. The Exchange proposes to (i) amend Sections 401, 402 and 404 of the Company Guide to provide that companies can comply with the Exchange's immediate release policy by disseminating the material information by any Regulation FD compliant method or combination of methods, (ii) clarify the procedures taken by the Exchange in the event of unusual market activity and (iii) update references to Exchange departments and personnel and make other non-substantive conforming updates. Regulation FD was adopted by the Commission in 2000 in order to curb the selective disclosure of material non-public information by issuers to analysts and institutional investors.\4\ Generally, Regulation FD requires that when an issuer discloses material information, it do so publicly. Public disclosure under Regulation FD can be accomplished by filing a Form 8-K with the Commission or through another method of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public (e.g. press releases, conference calls, press conferences and webcasts, so long as the public is provided adequate notice and granted access).\5\ --------------------------------------------------------------------------- \4\ See Securities Exchange Act Release No. 43154 (August 15, 2000), 65 FR 51716 (August 24, 2000) (``Regulation FD Adopting Release''). \5\ See Regulation FD Adopting Release at pages 51723-51724. --------------------------------------------------------------------------- The Exchange now proposes to amend Sections 401 and 402 of the Company Guide to provide that companies may comply with the immediate release policy by disseminating the information using any method (or combination of methods) that constitutes compliance with Regulation FD, thus companies will no longer be required to announce material news via a simultaneous release to the national business and financial news-wire services. Foreign private issuers are subject to the immediate release policy but they are not required to comply with Regulation FD. Notwithstanding their exemption from Regulation FD, Section 402(b)(ii) will allow foreign private issuers to comply with the Exchange's immediate release policy by any method (or combination of methods) that would constitute compliance with Regulation FD for a domestic U.S. issuer. While the Exchange continues to believe that there are benefits to the market and investors generally if companies issue press releases when disclosing material information, the Exchange nonetheless believes that it is appropriate to harmonize its requirements in this regard with Regulation FD, as well as with Section 202.06 of the Listed Company Manual of New York Stock Exchange LLC (``NYSE'') and Nasdaq Stock Market LLC (``Nasdaq'') Rule 5250(b)(1), thereby eliminating the confusion inherent in having different regimes applied by different listing exchanges and the Commission. The Exchange believes that many companies will continue to issue press releases in relation to material news events, and Section 402(b)(ii) of the proposed amendment includes language that encourages companies to disclose material news via a press release. However, the Exchange also believes that it is appropriate to enable companies to utilize the flexibility and discretion with respect to the method of disclosure provided by Regulation FD. Section 401(a) of the Company Guide currently provides that, when the announcement of news of a material event which calls for immediate release is made during trading hours it is essential that the company notify the Stock Watch Department prior to the announcement. This timely notification enables the Exchange to consider whether, in the opinion of the Exchange, trading in the security should be temporarily halted. The Exchange proposes to amend Section 401(a) to codify its long-standing interpretation of the rule that listed companies must notify the Exchange if they intend to release material information shortly before the opening as well as during trading hours which is consistent with the approach that the New York Stock Exchange takes as well. The Exchange also proposes to amend Section 401(a) to specify that notification to the Exchange must be made at least ten minutes prior to the announcement. The Exchange also proposes to amend Section 401(b) to permit companies to comply with the Exchange's immediate release policy by any Regulation FD-compliant method. The Exchange proposes to make a corresponding change in Section 402(b) and to require the listed company when contacting the Exchange to (i) inform the Exchange of the substance of the announcement and (ii) identify to the Exchange the Regulation FD-compliant method it intends to use to disseminate the news and provide the Exchange with the information necessary to locate the information upon publication. Further, the Exchange proposes to amend Section 402(b) to state that, when the announcement is in written form, the company must provide the text of the announcement to the Exchange at least ten minutes prior to its release via email or web- based system as specified on the Exchange's Web site.\6\ Because companies will be required to submit the text of their announcement to the Exchange via email or web-based system,\7\ the Exchange proposes to [[Page 34951]] delete an obsolete reference in Section 402(b) requiring companies to send the Exchange three copies of their announcement. --------------------------------------------------------------------------- \6\ The proposed amendment will specify that in emergency situations--for instance, lack of computer or internet access, technical problems at the Exchange or company or incompatibility between Exchange and company systems--Section 402(b) will specify that companies may provide required notifications by telephone and confirmed by facsimile, as specified by the Exchange on its Web site. \7\ The proposed amendment will specify that the Exchange will promptly update and prominently display that posting if the applicable web portal or email address changes at any time. --------------------------------------------------------------------------- Section 401(a) of the Company Guide states that a company must notify the Exchange's Stock Watch Department prior to the announcement of material information. It has been the Exchange's long-standing practice to require that companies call the Exchange when such situations occur. The Exchange, therefore, proposes to codify this practice in Section 402(b)(i), clarifying that a company must call, rather than simply notify, the Exchange prior to the announcement. If a listed company intends to comply with the immediate release policy by issuing a press release, the proposed amendment to Section 402(b)(ii) will specify that in order to ensure adequate coverage the press release should be given to Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News. The proposed amendment to Section 402(b)(ii) will also specify that foreign private issuers can comply with the Exchange's immediate release policy by any Regulation FD method (or combination of methods). The Exchange also proposes to amend Section 402(b)(ii) to specify that listed companies may disseminate information via their Web site, as opposed to the Internet generally, and social media as permitted by Regulation FD. However, the proposed amendment will state that if a company utilizes its Web site or social media to disseminate information it must comply with the Commission's guidelines applicable thereto.\8\ Because listed companies will be required to comply with the Commission's guidelines in this regard, the Exchange proposes to delete a sentence requiring companies to transmit information to traditional news vendor services prior [sic] making it available on the Internet as this requirement is no longer necessary. The Exchange proposes to amend Section 402(b)(ii) to delete references to private networks such as PR Newswire as they are obsolete and to change a reference from ``newspapers'' to ``media'' to encompass the multiple forms of media in which material news can be disseminated. --------------------------------------------------------------------------- \8\ See Securities Exchange Act Release No. 58288 (August 7, 2008) and Securities Exchange Act Release No. 69279 (April 2, 2013). The Exchange will remind listed companies of the Commission's guidelines with respect to the use of Web sites and social media to disseminate material information. --------------------------------------------------------------------------- The Exchange will continue to evaluate the materiality of these disclosures and implement temporary trading halts, where appropriate, to facilitate the orderly dissemination of certain issuer announcements having a potentially material impact on the price of securities or trading activity to ensure fair and orderly markets. Clarification of Procedures Taken by the Exchange in the Event of Unusual Market Activity Consistent with Section 202.06 of the NYSE Listed Company Manual and Rule 5250(b)(1) of the Nasdaq Stock Market Rules, the Exchange proposes to include a statement in Section 402(d) of the Company Guide to indicate that, in the event of unusual market activity or rumors, the Exchange may contact the listed company to inquire about any company developments that have not been publicly announced but that could be responsible for the activity. If it is determined that the market appears to reflect undisclosed information, the Exchange will normally request that such information be publicly disclosed immediately. Because the procedures for contacting the Exchange will be set forth on the Exchange's Web site, the Exchange proposes to delete a paragraph in Section 402(g) that now includes outdated contact information. Lastly, the Exchange proposes to delete a reference to its Market Surveillance Department in Section 404 of the Company Guide. The Exchange notes that certain of its market oversight responsibilities are currently performed by the Financial Industry Regulatory Authority (``FINRA'') pursuant to a regulatory services agreement, including responsibility relating to the surveillance, investigation and enforcement of insider trading rules.\9\ Accordingly, the Exchange does not currently maintain a Market Surveillance Department that checks with brokerage firms as to the reasons behind unusual trading activity, as this function is performed by FINRA. The Exchange remains responsible for FINRA's performance under the regulatory services agreement. --------------------------------------------------------------------------- \9\ See Securities Exchange Act Release No. 58536 (September 12, 2008), 73 FR 54646 (September 22, 2008). See also Securities Exchange Act Release Nos. 58806 (October 17, 2008), 73 FR 63216 (October 23, 2008); 61919 (April 15, 2010), 75 FR 21051 (April 22, 2010); 63103 (October 14, 2010), 75 FR 64755 (October 20, 2010); 63750 (January 21, 2011), 76 FR 4948 (January 27, 2011); and 65991 (December 16, 2011), 76 FR 79714 (December 22, 2011). --------------------------------------------------------------------------- Changes in References to Exchange Departments and Personnel and Other Conforming Updates Since the acquisition of the American Stock Exchange (the ``Amex'') by NYSE Euronext and its renaming as NYSE MKT, the references to the Listing Qualifications Department, Listing Qualifications Analysts and the Exchange's Stock Watch Department are no longer accurate. It is proposed that these legacy Amex-related references in Sections 401 and 402, including phone numbers, should be replaced. Companies will be directed to contact the Exchange and a statement that will include the relevant contact information to be used when contacting Exchange staff can be found on the Exchange's Web site at nyse.com. References to ``specialists'' are changed throughout Section 402 to refer to Designated Market Makers (``DMMs''). Lastly, Sections 402 and 404 of the Company Guide previously referred to market action and market activity inconsistently. The Exchange proposes to change all references to ``market action'' to ``market activity.'' 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Exchange Act,\10\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\11\ in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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 the proposed amendment is consistent with the investor protection objectives of the Exchange Act in that it harmonizes the Exchange's immediate release policy with the Commission's requirements in Regulation FD. The Exchange further believes that specifying that public disclosures which may significantly affect trading should be submitted to the Exchange via email or web-based system enables the Exchange to promptly determine whether a trading halt is appropriate to allow for dissemination of such material news to the marketplace thereby protecting investors and the public interest. Lastly, the Exchange believes that the remaining proposed amendments are consistent with Section 6(b)(5) of the Act, as none of them make substantive changes to the Exchange's listing requirements. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78f(b). \11\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- 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 [[Page 34952]] necessary or appropriate in furtherance of the purposes of the Act. The proposed amendment simply harmonizes the Exchange's immediate release policy with the Commission's requirements in Regulation FD and the immediate release policies of the NYSE and Nasdaq, harmonizes the method of compliance with the Exchange's immediate release policy with the methods of compliance for the NYSE and Nasdaq immediate release policies and makes other non-substantive changes to the Company Guide. Accordingly, there will be no burden on competition as a result of the amendment. 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 and Rule 19b-4(f)(6) thereunder. 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. 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 CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSEMKT-2015-40 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEMKT-2015-40.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-NYSEMKT-2015-40 and should be submitted on or before July 9, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2015-14970 Filed 6-17-15; 8:45 am] BILLING CODE 8011-01-P
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III. Date of Effectiveness of the IV. Solicitation of Comments For the Commission, by the Division of
Proposed Rule Change and Timing for Trading and Markets, pursuant to delegated
Commission Action Interested persons are invited to authority.23
submit written data, views, and Robert W. Errett,
Because the proposed rule change arguments concerning the foregoing, Deputy Secretary.
does not (i) significantly affect the including whether the proposed rule [FR Doc. 2015–14971 Filed 6–17–15; 8:45 am]
protection of investors or the public change is consistent with the Act. BILLING CODE 8011–01–P
interest; (ii) impose any significant Comments may be submitted by any of
burden on competition; and (iii) become the following methods:
operative for 30 days from the date on SECURITIES AND EXCHANGE
which it was filed, or such shorter time Electronic Comments COMMISSION
as the Commission may designate, it has
become effective pursuant to Section • Use the Commission’s Internet [Release No. 34–75167; File No. SR–
19(b)(3)(A) of the Act 17 and Rule 19b– comment form (http://www.sec.gov/ NYSEMKT–2015–40]
4(f)(6) thereunder.18 rules/sro.shtml); or
Self-Regulatory Organizations; NYSE
A proposed rule change filed • Send an email to rule-comments@ MKT LLC; Notice of Filing and
pursuant to Rule 19b–4(f)(6) under the sec.gov. Please include File Number SR– Immediate Effectiveness of Proposed
Act 19 normally does not become BATS–2015–43 on the subject line. Rule Change to Sections 401, 402 and
operative for 30 days after the date of its 404 of the NYSEMKT Company Guide
filing. However, Rule 19b–4(f)(6)(iii) 20 Paper Comments
To (i) Provide That Companies Can
permits the Commission to designate a • Send paper comments in triplicate Comply With the Exchange’s
shorter time if such action is consistent to Brent J. Fields, Secretary, Securities Immediate Release Policy by
with the protection of investors and the Disseminating the Information
and Exchange Commission, 100 F Street
public interest. The Exchange has asked Required To Be Disseminated
NE., Washington, DC 20549–1090.
the Commission to waive the 30-day Pursuant to This Policy by Any
operative delay so that the proposal may All submissions should refer to File Regulation Fair Disclosure Compliant
become operative immediately upon Number SR–BATS–2015–43. This file Method or Combination of Methods, (ii)
filing. The Exchange stated that waiver number should be included on the Clarify the Procedures Taken by the
of the operative delay will permit the subject line if email is used. To help the Exchange in the Event of Unusual
Exchange to list and trade certain ETF Commission process and review your Market Activity and (iii) Update
options on the same basis as other comments more efficiently, please use References to Exchange Departments
options markets.21 The Commission only one method. The Commission will and Personnel and Make Other Non-
believes the waiver of the operative post all comments on the Commission’s Substantive Conforming Updates
delay is consistent with the protection Internet Web site (http://www.sec.gov/
of investors and the public interest. rules/sro.shtml). Copies of the June 12, 2015.
Therefore, the Commission hereby submission, all subsequent Pursuant to Section 19(b)(1) 1 of the
waives the operative delay and Securities Exchange Act of 1934 (the
amendments, all written statements
designates the proposal operative upon ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
with respect to the proposed rule
filing.22 notice is hereby given that on June 3,
change that are filed with the
At any time within 60 days of the 2015, NYSE MKT LLC (the ‘‘Exchange’’
Commission, and all written
filing of the proposed rule change, the or ‘‘NYSE MKT’’) filed with the
communications relating to the Securities and Exchange Commission
Commission summarily may
proposed rule change between the (the ‘‘Commission’’) the proposed rule
temporarily suspend such rule change if
it appears to the Commission that such Commission and any person, other than change as described in Items I and II
action is necessary or appropriate in the those that may be withheld from the below, which Items have been prepared
public interest, for the protection of public in accordance with the by the self-regulatory organization. The
investors, or otherwise in furtherance of provisions of 5 U.S.C. 552, will be Commission is publishing this notice to
the purposes of the Act. If the available for Web site viewing and solicit comments on the proposed rule
Commission takes such action, the printing in the Commission’s Public change from interested persons.
Commission shall institute proceedings Reference Room, 100 F Street NE.,
Washington, DC 20549 on official I. Self-Regulatory Organization’s
to determine whether the proposed rule Statement of the Terms of Substance of
change should be approved or business days between the hours of
the Proposed Rule Change
disapproved. 10:00 a.m. and 3:00 p.m. Copies of such
filing also will be available for The Exchange proposes to amend
17 15 U.S.C. 78s(b)(3)(A). inspection and copying at the principal Sections 401, 402 and 404 of the
18 17 CFR 240.19b–4(f)(6). As required under Rule office of the Exchange. All comments Company Guide to provide that
19b–4(f)(6)(iii), the Exchange provided the received will be posted without change; companies can comply with the
Commission with written notice of its intent to file Exchange’s immediate release policy by
the proposed rule change, along with a brief the Commission does not edit personal
description and the text of the proposed rule identifying information from disseminating the information required
change, at least five business days prior to the date to be disseminated pursuant to this
submissions. You should submit only
of filing of the proposed rule change, or such policy by any Regulation Fair Disclosure
shorter time as designated by the Commission. information that you wish to make
(‘‘Regulation FD’’) compliant method or
tkelley on DSK3SPTVN1PROD with NOTICES
19 17 CFR 240.19b–4(f)(6). available publicly. All submissions
combination of methods, (ii) clarify the
20 17 CFR 240.19b–4(f)(6)(iii). should refer to File Number SR–BATS– procedures taken by the Exchange in the
21 See supra note 16.
2015–43, and should be submitted on or
22 For purposes only of waiving the 30-day
before July 9, 2015. 23 17 CFR 200.30–3(a)(12).
operative delay, the Commission has also
1 15 U.S.C. 78s(b)(1).
considered the proposed rule’s impact on
2 15 U.S.C. 78a.
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f). 3 17 CFR 240.19b–4.
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delete an obsolete reference in Section certain issuer announcements having a Qualifications Department, Listing
402(b) requiring companies to send the potentially material impact on the price Qualifications Analysts and the
Exchange three copies of their of securities or trading activity to ensure Exchange’s Stock Watch Department are
announcement. fair and orderly markets. no longer accurate. It is proposed that
Section 401(a) of the Company Guide these legacy Amex-related references in
states that a company must notify the Clarification of Procedures Taken by the
Sections 401 and 402, including phone
Exchange’s Stock Watch Department Exchange in the Event of Unusual
numbers, should be replaced.
prior to the announcement of material Market Activity
Companies will be directed to contact
information. It has been the Exchange’s Consistent with Section 202.06 of the the Exchange and a statement that will
long-standing practice to require that NYSE Listed Company Manual and Rule include the relevant contact information
companies call the Exchange when such 5250(b)(1) of the Nasdaq Stock Market to be used when contacting Exchange
situations occur. The Exchange, Rules, the Exchange proposes to include staff can be found on the Exchange’s
therefore, proposes to codify this a statement in Section 402(d) of the Web site at nyse.com. References to
practice in Section 402(b)(i), clarifying Company Guide to indicate that, in the ‘‘specialists’’ are changed throughout
that a company must call, rather than event of unusual market activity or Section 402 to refer to Designated
simply notify, the Exchange prior to the rumors, the Exchange may contact the Market Makers (‘‘DMMs’’). Lastly,
announcement. If a listed company listed company to inquire about any Sections 402 and 404 of the Company
intends to comply with the immediate company developments that have not Guide previously referred to market
release policy by issuing a press release, been publicly announced but that could action and market activity
the proposed amendment to Section be responsible for the activity. If it is inconsistently. The Exchange proposes
402(b)(ii) will specify that in order to determined that the market appears to to change all references to ‘‘market
ensure adequate coverage the press reflect undisclosed information, the action’’ to ‘‘market activity.’’
release should be given to Dow Jones & Exchange will normally request that
Company, Inc., Reuters Economic such information be publicly disclosed 2. Statutory Basis
Services and Bloomberg Business News. immediately. The Exchange believes that its
The proposed amendment to Section Because the procedures for contacting proposal is consistent with Section 6(b)
402(b)(ii) will also specify that foreign the Exchange will be set forth on the of the Exchange Act,10 in general, and
private issuers can comply with the Exchange’s Web site, the Exchange furthers the objectives of Section 6(b)(5)
Exchange’s immediate release policy by proposes to delete a paragraph in of the Act,11 in particular, in that it is
any Regulation FD method (or Section 402(g) that now includes designed to prevent fraudulent and
combination of methods). The Exchange outdated contact information. manipulative acts and practices, to
also proposes to amend Section Lastly, the Exchange proposes to promote just and equitable principles of
402(b)(ii) to specify that listed delete a reference to its Market trade, to remove impediments to and
companies may disseminate information Surveillance Department in Section 404 perfect the mechanism of a free and
via their Web site, as opposed to the of the Company Guide. The Exchange open market and a national market
Internet generally, and social media as notes that certain of its market oversight system, and, in general, to protect
permitted by Regulation FD. However, responsibilities are currently performed investors and the public interest. The
the proposed amendment will state that by the Financial Industry Regulatory Exchange believes the proposed
if a company utilizes its Web site or Authority (‘‘FINRA’’) pursuant to a amendment is consistent with the
social media to disseminate information regulatory services agreement, including investor protection objectives of the
it must comply with the Commission’s responsibility relating to the Exchange Act in that it harmonizes the
guidelines applicable thereto.8 Because surveillance, investigation and Exchange’s immediate release policy
listed companies will be required to enforcement of insider trading rules.9 with the Commission’s requirements in
comply with the Commission’s Accordingly, the Exchange does not Regulation FD. The Exchange further
guidelines in this regard, the Exchange currently maintain a Market believes that specifying that public
proposes to delete a sentence requiring Surveillance Department that checks disclosures which may significantly
companies to transmit information to with brokerage firms as to the reasons affect trading should be submitted to the
traditional news vendor services prior behind unusual trading activity, as this Exchange via email or web-based system
[sic] making it available on the Internet function is performed by FINRA. The enables the Exchange to promptly
as this requirement is no longer Exchange remains responsible for determine whether a trading halt is
necessary. The Exchange proposes to FINRA’s performance under the appropriate to allow for dissemination
amend Section 402(b)(ii) to delete regulatory services agreement. of such material news to the
references to private networks such as Changes in References to Exchange marketplace thereby protecting
PR Newswire as they are obsolete and Departments and Personnel and Other investors and the public interest. Lastly,
to change a reference from Conforming Updates the Exchange believes that the
‘‘newspapers’’ to ‘‘media’’ to encompass remaining proposed amendments are
the multiple forms of media in which Since the acquisition of the American
consistent with Section 6(b)(5) of the
material news can be disseminated. Stock Exchange (the ‘‘Amex’’) by NYSE
Act, as none of them make substantive
The Exchange will continue to Euronext and its renaming as NYSE
changes to the Exchange’s listing
evaluate the materiality of these MKT, the references to the Listing
requirements.
disclosures and implement temporary
trading halts, where appropriate, to 9 See Securities Exchange Act Release No. 58536 B. Self-Regulatory Organization’s
(September 12, 2008), 73 FR 54646 (September 22, Statement on Burden on Competition
tkelley on DSK3SPTVN1PROD with NOTICES
facilitate the orderly dissemination of 2008). See also Securities Exchange Act Release
Nos. 58806 (October 17, 2008), 73 FR 63216 The Exchange does not believe that
8 See Securities Exchange Act Release No. 58288 (October 23, 2008); 61919 (April 15, 2010), 75 FR the proposed rule change will impose
(August 7, 2008) and Securities Exchange Act 21051 (April 22, 2010); 63103 (October 14, 2010),
Release No. 69279 (April 2, 2013). The Exchange 75 FR 64755 (October 20, 2010); 63750 (January 21,
any burden on competition that is not
will remind listed companies of the Commission’s 2011), 76 FR 4948 (January 27, 2011); and 65991
10 15 U.S.C. 78f(b).
guidelines with respect to the use of Web sites and (December 16, 2011), 76 FR 79714 (December 22,
social media to disseminate material information. 2011). 11 15 U.S.C. 78f(b)(5).
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necessary or appropriate in furtherance Paper Comments Representative are providing notice that
of the purposes of the Act. The • Send paper comments in triplicate the parties to the Dominican Republic-
proposed amendment simply to Brent J. Fields, Secretary, Securities Central America-United States Free
harmonizes the Exchange’s immediate and Exchange Commission, 100 F Street Trade Agreement (CAFTA–DR) intend
release policy with the Commission’s NE., Washington, DC 20549–1090. to hold the ninth meeting of the
requirements in Regulation FD and the All submissions should refer to File Environmental Affairs Council (Council)
immediate release policies of the NYSE Number SR–NYSEMKT–2015–40.This established under Chapter 17
and Nasdaq, harmonizes the method of file number should be included on the (Environment) of that agreement in
compliance with the Exchange’s subject line if email is used. To help the Guatemala City, Guatemala on July 9–
immediate release policy with the Commission process and review your 10. The Council will meet on July 9 to
methods of compliance for the NYSE comments more efficiently, please use review implementation of Chapter 17 of
and Nasdaq immediate release policies only one method. The Commission will CAFTA–DR and the CAFTA–DR
and makes other non-substantive post all comments on the Commission’s Environmental Cooperation Agreement
changes to the Company Guide. Internet Web site (http://www.sec.gov/ (ECA). All interested persons are invited
Accordingly, there will be no burden on rules/sro.shtml). Copies of the to attend the Council’s public session
competition as a result of the submission, all subsequent beginning at 9:30 a.m. on July 10 at
amendment. amendments, all written statements Universidad del Valle de Guatemala.
with respect to the proposed rule During the Council meeting, Council
C. Self-Regulatory Organization’s Members will present the progress made
Statement on Comments on the change that are filed with the
Commission, and all written and challenges in implementing Chapter
Proposed Rule Change Received From 17 obligations and the impacts of
communications relating to the
Members, Participants, or Others environmental cooperation in their
proposed rule change between the
Commission and any person, other than respective countries. The Council will
No written comments were solicited
those that may be withheld from the also receive a presentation from the
or received with respect to the proposed
public in accordance with the CAFTA–DR Secretariat for
rule change.
provisions of 5 U.S.C. 552, will be Environmental Matters (SEM). More
III. Date of Effectiveness of the available for Web site viewing and information on the Council is included
Proposed Rule Change and Timing for printing in the Commission’s Public below under SUPPLEMENTARY
Commission Action Reference Room, 100 F Street NE., INFORMATION. All interested persons are
Washington, DC 20549, on official invited to attend a public session where
Because the proposed rule change they will have an opportunity to ask
business days between the hours of
does not: (i) Significantly affect the questions and discuss implementation
10:00 a.m. and 3:00 p.m. Copies of the
protection of investors or the public of Chapter 17 and the Environmental
filing also will be available for
interest; (ii) impose any significant inspection and copying at the principal Cooperation Agreement with Council
burden on competition; and (iii) become office of the Exchange. All comments Members. At the public session, the
operative for 30 days from the date on received will be posted without change; Council hopes to receive input from the
which it was filed, or such shorter time the Commission does not edit personal public on current environmental
as the Commission may designate, it has identifying information from challenges and ideas for future
become effective pursuant to Section submissions. You should submit only cooperation. The Department of State
19(b)(3)(A) of the Act and Rule 19b– information that you wish to make and Office of the United States Trade
4(f)(6) thereunder. available publicly. All submissions Representative also invite written
At any time within 60 days of the should refer to File Number SR– comments or suggestions regarding
filing of the proposed rule change, the NYSEMKT–2015–40 and should be topics to be discussed at the meeting. In
Commission summarily may submitted on or before July 9, 2015. preparing comments, we encourage
temporarily suspend such rule change if submitters to refer to Chapter 17 of the
For the Commission, by the Division of
it appears to the Commission that such CAFTA–DR, the Final Environmental
Trading and Markets, pursuant to delegated
action is necessary or appropriate in the authority.12 Review of the CAFTA–DR, and the
public interest, for the protection of Robert W. Errett,
Agreement among the CAFTA–DR
investors, or otherwise in furtherance of countries on Environmental
Deputy Secretary.
the purposes of the Act. Cooperation (ECA) (all documents
[FR Doc. 2015–14970 Filed 6–17–15; 8:45 am]
available at http://www.state.gov/e/oes/
IV. Solicitation of Comments BILLING CODE 8011–01–P
eqt/trade/caftadr/index.htm).
DATES: The public session of the
Interested persons are invited to
submit written data, views, and Council will be held on July 10, 2015,
DEPARTMENT OF STATE from 9:30 a.m.–12:15 p.m. at
arguments concerning the foregoing,
including whether the proposed rule [Public Notice: 9171] Universidad del Valle de Guatemala. We
change is consistent with the Act. request comments and suggestions in
Notification of the Next CAFTA–DR writing no later than June 26, 2015.
Comments may be submitted by any of Environmental Affairs Council Meeting
the following methods: ADDRESSES: Written comments or
AGENCY: Department of State. suggestions should be submitted to
Electronic Comments both:
ACTION:Notice of the CAFTA–DR
tkelley on DSK3SPTVN1PROD with NOTICES
Environmental Affairs Council Meeting (1) Eloise Canfield, U.S. Department
• Use the Commission’s Internet of State, Bureau of Oceans and
comment form (http://www.sec.gov/ and request for comments.
International Environmental and
rules/sro.shtml); or SUMMARY: The Department of State and Scientific Affairs, Office of
• Send an email to rule-comments@ the Office of the United States Trade Environmental Quality and
sec.gov. Please include File Number SR– Transboundary Issues by email to
NYSEMKT–2015–40 on the subject line. 12 17 CFR 200.30–3(a)(12). CanfieldM2@state.gov with the subject
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Document Created: 2018-02-22 11:12:04
Document Modified: 2018-02-22 11:12:04
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| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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