80 FR 42136 - Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; NASDAQ OMX BX, Inc.; The NASDAQ Stock Market LLC; NASDAQ OMX PHLX LLC; Stock Clearing Corporation of Philadelphia; Order Approving Proposed Rule Changes To Amend the Amended and Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 136 (July 16, 2015)

[Federal Register Volume 80, Number 136 (Thursday, July 16, 2015)]
[Notices]
[Pages 42136-42137]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-17394]



[[Page 42136]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75421; File Nos. SR-BSECC-2015-001; SR-BX-2015-030; SR-
NASDAQ-2015-058; SR-Phlx-2015-46; SR-SCCP-2015-01]


Self-Regulatory Organizations; Boston Stock Exchange Clearing 
Corporation; NASDAQ OMX BX, Inc.; The NASDAQ Stock Market LLC; NASDAQ 
OMX PHLX LLC; Stock Clearing Corporation of Philadelphia; Order 
Approving Proposed Rule Changes To Amend the Amended and Restated 
Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

July 10, 2015.

I. Introduction

    On May 19, 2015, each of the Boston Stock Exchange Clearing 
Corporation (``BSECC''), NASDAQ OMX BX, Inc. (``BX''), The NASDAQ Stock 
Market LLC (``NASDAQ''), NASDAQ OMX PHLX LLC (``Phlx''), and the Stock 
Clearing Corporation of Philadelphia (``SCCP'' and, together with 
BSECC, BX, NASDAQ, and Phlx, the ``SROs''), filed with the Securities 
and Exchange Commission (``Commission''), pursuant to section 19(b)(1) 
of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ proposed rule changes with respect to amendments to the 
Amended and Restated Certificate of Incorporation (the ``Charter'') and 
By-Laws (the ``By-Laws'') of The NASDAQ OMX Group, Inc. (``NASDAQ 
OMX''), the parent company of the SROs, to change its name to Nasdaq, 
Inc. The BX, NASDAQ, and Phlx proposed rule changes were published for 
comment in the Federal Register on June 2, 2015.\3\ The BSECC and SCCP 
proposed rule changes were published for comment in the Federal 
Register on June 3, 2015.\4\ The Commission did not receive any comment 
letters on the proposals. This order approves the proposed rule 
changes.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release Nos. 75051 (May 27, 2015), 
80 FR 31427 (SR-BX-2015-030); 75052 (May 27, 2015), 80 FR 31438 (SR-
NASDAQ-2015-058); 75053 (May 27, 2015), 80 FR 31439 (SR-Phlx-2015-
46).
    \4\ Securities Exchange Act Release Nos. 75064 (May 28, 2015), 
80 FR 31627 (SR-BSECC-2015-001); 75063 (May 28, 2015), 80 FR 31625 
(SR-SCCP-2015-01).
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II. Description of the Proposal

    NASDAQ OMX, as part of an ongoing global rebranding initiative, has 
begun to refer to itself, both internally and externally, as Nasdaq, 
rather than NASDAQ OMX. As a result of this initiative, the SROs note 
that for purposes of consistency with its marketing, communications, 
and other materials, NASDAQ OMX intends to change the legal names of 
NASDAQ OMX and certain of its subsidiaries to eliminate references to 
OMX. As represented in the current proposed rule changes by each of its 
subsidiaries, NASDAQ OMX has therefore proposed to amend its Charter 
and By-Laws to change its legal name from The NASDAQ OMX Group, Inc. to 
Nasdaq, Inc.
    Specifically, NASDAQ OMX proposes to file a Certificate of 
Amendment to its Charter with the Secretary of State of the State of 
Delaware to amend Article First of the Charter to reflect the new name. 
In addition, NASDAQ OMX proposes to amend the title and Article I(f) of 
its By-Laws to reflect the new name.

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
changes are consistent with the requirements of the Act and the rules 
and regulations thereunder applicable to a national securities 
exchange, in the case of the proposals by BX, NASDAQ, and Phlx, and to 
a clearing agency, in the case of the proposals by BSECC and SCCP.\5\
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    \5\ Additionally, in approving these proposed rule changes, the 
Commission has considered the proposed rules' impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
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    In particular, the Commission finds that the proposed rule changes 
by BX, NASDAQ, and Phlx are consistent with the requirements of the Act 
and the rules and regulations thereunder applicable to a national 
securities exchange. Section 6(b)(5) of the Act requires, among other 
things, that an exchange's rules be 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.\6\ The 
Commission believes that the proposed rule changes by BX, NASDAQ, and 
Phlx are consistent with the requirements of section 6(b)(5) of the Act 
\7\ because they would reflect the change made by NASDAQ OMX, the 
exchanges' parent company,\8\ to its Charter and By-Laws to change its 
legal name to Nasdaq, Inc., which should eliminate potential confusion 
among investors and market participants because of differences between 
NASDAQ OMX's corporate name and the manner in which it refers to itself 
as part of its current global branding initiative.
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    \6\ 15 U.S.C. 78f(b)(5).
    \7\ Id.
    \8\ Certain provisions of NASDAQ OMX's Charter and By-Laws are 
considered rules of BX, NASDAQ, and Phlx if they are stated 
policies, practices, or interpretations, as defined in Rule 19b-4 
under the Act, of BX, NASDAQ, and Phlx, and must be filed with the 
Commission pursuant to Section 19(b) of the Act and Rule 19b-4 
thereunder. 15 U.S.C. 78s(b); 17 CFR 240.19b-4.
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    The Commission also finds that the proposed rule changes by BSECC 
and SCCP are consistent with the requirements of the Act and the rules 
and regulations thereunder applicable to clearing agencies. Section 
17A(b)(3)(F) of the Act requires, among other things, that the rules of 
a clearing agency be designed to protect investors and the public 
interest.\9\ In addition, Rule 17Ad-22(d)(8) under the Act \10\ 
requires registered clearing agencies to establish, implement, 
maintain, and enforce written policies and procedures reasonably 
designed to have governance arrangements that are clear and 
transparent. Here, BSECC and SCCP filed proposed rule changes to 
highlight a change being made in the Charter and By-laws of NASDAQ 
OMX,\11\ which indirectly owns BSECC and SCCP. Therefore, the proposed 
rule changes by BSECC and SCCP help make clear and transparent the 
governance arrangements of NASDAQ OMX and, thus, BSECC and SCCP, which 
helps ensure investor protection and the public interest.
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    \9\ 15 U.S.C. 78q-1(b)(3)(F).
    \10\ 17 CFR 240.17Ad-22(d)(8).
    \11\ Certain provisions of NASDAQ OMX's Charter and By-Laws are 
considered rules of BSECC and SCCP if they are stated policies, 
practices, or interpretations, as defined in Rule 19b-4 under the 
Act, of BSECC and SCCP, and must be filed with the Commission 
pursuant to section 19(b) of the Act and Rule 19b-4 thereunder. 15 
U.S.C. 78q-1(b); 17 CFR 240.19b-4.
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IV. Conclusion

    For the foregoing reasons, the Commission finds that the proposed 
rule changes are consistent with the Act and the rules and regulations 
thereunder applicable to a national securities exchange, in the case of 
BX, NASDAQ, and Phlx, and to a registered clearing agency, in the case 
of BSECC and SCCP.
    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\12\ that the proposed rule changes (SR-BSECC-2015-001; SR-BX-2015-
030; SR-NASDAQ-2015-058; SR-Phlx-2015-46; SR-SCCP-2015-01) be, and 
hereby are, approved.
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    \12\ 15 U.S.C. 78s(b)(2).


[[Page 42137]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-17394 Filed 7-15-15; 8:45 am]
BILLING CODE 8011-01-P