80 FR 54362 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 202.06 of the NYSE Listed Company Manual
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 174 (September 9, 2015)
Federal Register Volume 80, Issue 174 (September 9, 2015)
| Page Range | 54362-54365 | |
| FR Document | 2015-22603 |
[Federal Register Volume 80, Number 174 (Wednesday, September 9, 2015)] [Notices] [Pages 54362-54365] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-22603] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-75809; File No. SR-NYSE-2015-38] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 202.06 of the NYSE Listed Company Manual September 2, 2015. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on August 27, 2015, New York Stock Exchange LLC (``NYSE'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. 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\ 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 section 202.06 of the NYSE Listed Company Manual (the ``Manual'') to expand the pre-market hours during which listed companies are required to notify the Exchange prior to disseminating material news, to permit the Exchange to halt trading in certain additional circumstances, including when it needs to obtain more information about a listed company news release, and to provide guidance related to the release of material news after the close of trading on the Exchange. 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 The NYSE proposes to amend section 202.06 of the Manual to (i) expand the pre-market hours during which listed companies are required to notify the Exchange prior to disseminating material news, and (ii) provide the Exchange with authority to halt trading (a) during pre- market hours at the request of a listed company, (b) when the Exchange believes it is necessary to request certain information from listed companies, and (c) when an Exchange-listed security is also listed on another national or foreign securities exchange and such other exchange halts trading in such security for regulatory reasons. The Exchange also proposes to amend section 202.06 of the Manual to provide guidance related to the release of material news after the close of trading on the Exchange. Section 202.06 of the Manual gives the Exchange authority to halt trading in a listed company's security under certain circumstances. Currently, the Exchange may impose a regulatory trading halt when a listed company announces material news \3\ shortly before the opening of trading on the Exchange or during the Exchange trading session (currently 9:30 a.m. to 4:00 p.m.). When that happens, the Exchange will typically institute a regulatory halt in trading, which halts trading on all market centers, to ensure full dissemination of the news to investors. The Exchange proposes to expand the hours and circumstances under which it can declare a regulatory trading halt. --------------------------------------------------------------------------- \3\ The Exchange considers material news to be any news that is reasonably likely to have a material impact on the price or trading volume of a listed security. --------------------------------------------------------------------------- Regulatory Trading Halts Currently, section 202.06 of the Manual requires listed companies to notify the Exchange at least ten minutes in advance of releasing material news if such release will take place shortly before the opening of trading on the Exchange or during Exchange market hours (the ``Material News Policy'').\4\ The Exchange proposes to amend section 202.06 to require companies to comply with the Material News Policy between 7:00 a.m. and 4:00 p.m. Eastern Time. In the Exchange's experience, most companies release news related to corporate actions and other material events between 7:00 a.m. and 9:30 a.m. Although trading on the Exchange does not begin until 9:30 a.m., the Exchange believes that material news released between 7:00 a.m. and 9:30 a.m. has the potential to cause volatility in both price and volume during pre-market trading that occurs on other market centers as well as once trading opens on the Exchange. However, because there is a lower volume of trading in such pre-market hours, the Exchange believes that a listed company is most well positioned to determine whether a trading halt is appropriate given the news it intends to release. Therefore, to facilitate an orderly opening and ensure thorough dissemination of material news, the Exchange believes it is beneficial to require companies to comply with the Material News Policy [[Page 54363]] and advise whether a trading halt is appropriate during pre-market hours. --------------------------------------------------------------------------- \4\ At the time section 202.06 of the Manual was last amended, the Exchange had an off-hours trading session in which securities could be traded at Exchange closing prices after the Exchange's 4:00 p.m. close until 5:00 p.m. As such off-hour trading session no longer exists, the Exchange proposes to amend Section 202.06 of the Manual to specify that the Exchange's market hours end at 4:00 p.m. Eastern Time. --------------------------------------------------------------------------- As discussed above, when a listed company releases material news during the course of the trading day, the Exchange will typically halt trading temporarily to ensure full dissemination of the news. Under the proposed rules, between 7:00 a.m. and the opening of trading on the Exchange, the Exchange may implement a regulatory halt in circumstances where (i) the listed company has informed Exchange staff that it intends to make a public announcement of material news and (ii) the listed company requests that trading in its listed securities be halted pending dissemination of the public announcement (a ``Pre-Market Halt'').\5\ While trading on the Exchange does not begin until 9:30 a.m. Eastern Time, trading (including trading in Exchange-listed securities) begins on NYSE Arca Equities, Inc., the Nasdaq Stock Market and other national securities exchanges at 4:00 a.m. Eastern Time. When the Exchange implements a regulatory trading halt to allow for the release of material news, other national securities exchanges that trade Exchange-listed securities also halt trading in such security until the Exchange lifts the halt.\6\ --------------------------------------------------------------------------- \5\ However, the proposed rule will state that if it appears that dissemination of material news will not be complete prior to the opening of trading on the Exchange at 9:30 a.m., the Exchange may temporarily halt trading solely in its own discretion in order to facilitate an orderly opening process. This is consistent with the Exchange's current practice. \6\ See, for example, NYSE Arca Equities Rule 7.18 and Nasdaq Stock Market Rule 4120(a)(2) for the authority to initiate a trading halt. --------------------------------------------------------------------------- The Exchange notes that the volume of trading in the hours before trading begins on the Exchange is generally lighter and conducted predominantly by professional investors. Because of this reduced trading volume and the fact that the Exchange itself is not yet open for trading during these hours, the Exchange believes it is appropriate to institute a Pre-Market Halt only at the request of a listed company. The Exchange notes that the Nasdaq Stock Market (``Nasdaq'') has adopted a comparable rule with respect to trading halts between the hours of 7:00 a.m. and 9:30 a.m.\7\ Lastly, when a trading halt is implemented during Exchange market hours, NYSE Rule 123D specifies that a Floor Governor or two Floor Officials must approve the halt in trading. However, because a Pre-Market Halt will only be instituted at the request of a listed company and because Floor Governors and Floor Officials are not typically on the trading floor during pre-market hours, the Exchange proposes to include a statement that, notwithstanding anything to the contrary in NYSE Rule 123D(1), the approval of the Floor Governors or Floor Officials is not required for a Pre-Market Halt. --------------------------------------------------------------------------- \7\ See, for example, Nasdaq Stock Market Rule 4120(a)(1) which applies between the hours of 4:00 a.m. and 9:30 a.m. --------------------------------------------------------------------------- The Exchange proposes to further amend section 202.06 of the Manual to set forth circumstances in which it may institute a regulatory halt while it awaits information requested from a listed company. Section 202.06 of the Manual currently limits the Exchange's authority to halt trading to situations when a listed company intends to release material news during market hours. However, in the Exchange's experience there are other scenarios when it may be advisable to halt trading for the protection of investors. For example, if there is uncertainty surrounding material news issued by a listed company or a company's compliance with the Exchange's continued listing standards, the Exchange believes it may be appropriate to halt trading while it gathers information to resolve such ambiguity. Accordingly, the Exchange proposes to amend section 202.06 of the Manual to state that if it is necessary to request information from a listed company relating to (i) material news, (ii) the listed company's compliance with Exchange continued listing requirements, or (iii) any other information which is necessary to protect investors and the public interest, the Exchange may halt trading in such listed company's security until it has received and evaluated the requested information. The proposed change in this regard mirrors Nasdaq Stock Market Rule 4120(a)(5). As discussed above, the Exchange believes that the release of material news immediately prior to the commencement of trading on the Exchange has the potential to cause significant volatility to the opening process. Similarly, material news released immediately after 4:00 p.m. Eastern Time can interfere with the closing process. Although trading on the Exchange stops at 4:00 p.m. Eastern Time, the order book for each listed security is manually closed by the security's Designated Market Maker (``DMM''), a process that can take several minutes before the closing auction is completed. Because trading continues after 4:00 p.m. Eastern Time on other exchanges, if a listed company releases material news immediately after 4:00 p.m. Eastern Time there can be significant price movement on other markets when compared to the last sale price on the Exchange. The result, therefore, is that a DMM can be executing trades at the Exchange closing price while the same security is simultaneously trading on other exchanges at a very different price. As this discrepancy can cause confusion to investors, the Exchange proposes to include advisory text in section 202.06 of the Manual requesting that listed companies intending to release material news after the close of trading on the Exchange wait until the earlier of the publication of their security's official closing price on the Exchange or 15 minutes after the scheduled closing time on the Exchange.\8\ The Exchange proposes to specify that trading on the Exchange typically closes at 4:00 p.m. Eastern Time, except that on certain days trading closes early at 1:00 p.m. Eastern Time. As discussed in Footnote 4, above, the Exchange no longer has an off-hours trading session. Therefore, the Exchange proposes to delete obsolete text (marked with an asterisk) related to such session. --------------------------------------------------------------------------- \8\ Although the Exchange typically closes at 4:00 p.m. Eastern Time, there are certain days each year when it closes at 1:00 p.m. Eastern Time. The phrase ``15 minutes after the scheduled closing time'' will account for these early closings. --------------------------------------------------------------------------- Lastly, the Exchange proposes to amend section 202.06 of the Manual to state that it may halt trading in an American Depositary Receipt (``ADR'') or other security listed on the Exchange, when the Exchange- listed security (or the security underlying the ADR) is listed on or registered with another national securities exchange or foreign exchange or market and such other exchange (or regulatory authority overseeing such exchange) halts trading in such security for regulatory reasons. The Exchange notes that Nasdaq has also adopted this practice under Nasdaq Stock Market Rule 4120(a)(4). Additional Proposed Changes Section 202.06(C) of the Manual requires companies to release material news by the fastest available means. Pursuant to section 202.06(A) of the Manual, listed companies can disclose such material news via any Regulation FD compliant method, including by filing a Form 8-K with the Securities and Exchange Commission (the ``Commission''). Currently, section 202.06(C) includes advisory text on the best way to release material news to ensure immediate and widespread coverage. The Exchange believes that much of this advisory text is outdated as it refers to, among other things, the release of news by telephone, facsimile or hand delivery. Instead, the Exchange [[Page 54364]] proposes to include a concise statement that listed companies releasing material news should either (i) include the news in a Form 8-K or other Commission filing, or (ii) issue the news in a press release to the major news wire services, including, at a minimum, Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News. The Exchange believes that distribution by either of these methods is consistent with current disclosure practices and ensures adequate dissemination. To make sections 202.06(B) and 202.06(C) consistent, the Exchange proposes to amend section 202.06(B) of the Manual to delete a reference to ``Dow Jones, Reuters and Bloomberg'' and replace it with a reference to the ``major'' news wires. The Exchange proposes to make a number of other non-substantive changes to sections 202.03, 202.04 and 202.06 of the Manual. In sections 202.03, 202.04 and 202.06(B)-(C), the Exchange proposes to delete the word ``representative'' after Exchange as listed companies do not have a designated Exchange representative to whom they should communicate in relation to material news.\9\ Similarly, in section 202.06 of the Manual, the Exchange proposes to remove a reference to the ``specialist's book'' as such book no longer exists. Instead, the Exchange will include a reference to ``the Exchange.'' --------------------------------------------------------------------------- \9\ Currently, the Exchange's Market Watch team performs this function. However, as the official title of different groups occasionally changes, the Exchange believes it is appropriate to refer simply to ``the Exchange'' consistent with elsewhere in the Manual. --------------------------------------------------------------------------- In section 202.06 of the Manual, the Exchange proposes to revise the section headings to accurately reflect the new rule text as described herein. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) \10\ of the Act, in general, and furthers the objectives of section 6(b)(5) of the Act,\11\ in particular in that it is designed 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 the proposed amendment is consistent with the investor protection objectives of section 6(b)(5) because it gives the Exchange greater flexibility to implement regulatory trading halts in a listed security when such halts may be necessary for the protection of investors. Specifically, the proposed rule change will alter the hours in which listed companies are required to comply with the Material News Policy such that the hours are from 7:00 a.m. to 4:00 p.m. Eastern Time (rather than just shortly before the opening of trading on the Exchange and during the Exchange trading session, as is currently the case). The proposed rule change will also enable the Exchange to (i) implement a Pre-Market Halt at the request of a listed company when the company intends to issue material news between 7:00 a.m. and 9.30 a.m. Eastern Time, (ii) halt trading when it believes it is necessary to request certain information from listed companies, and (iii) halt trading in an ADR or other Exchange-listed security when the Exchange-listed security or the security underlying the ADR is listed on or registered with another national securities exchange or foreign exchange or market and is halted on such other exchange or market for regulatory reasons. Further, the Exchange proposes to include a concise statement, in lieu of existing advisory text, that listed companies releasing material news should either (i) include the news in a Form 8- K or other Commission filing, or (ii) issue the news in a press release to the major news wire services, including, at a minimum, Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News. The Exchange believes that distribution by either of these methods is consistent with current disclosure practices and ensures adequate dissemination to the public. Additionally, the Exchange proposes to include advisory text in section 202.06 of the Manual requesting that listed companies intending to release material news after the close of trading on the Exchange wait until the earlier of the publication of their security's official closing price on the Exchange or 15 minutes after the scheduled closing time on the Exchange. The Exchange believes this change will eliminate confusion to investors when a DMM is executing a trade at the Exchange closing price while the same security is simultaneously trading on other exchange [sic] at a very different price. The Exchange believes that each of the proposed changes enumerated above are [sic] consistent with the investor protection objectives of section 6(b)(5) because they provide the Exchange with additional authority to halt trading in circumstances where material news that may impact trading is to be released by listed companies or has not yet been fully disseminated. The Exchange believes that material news is highly relevant to investors when deciding to buy or sell securities and thus providing the Exchange with additional authority to halt trading while such news is released and disseminated is protective of investors. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78f(b). \11\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- In addition, the Exchange believes the proposed rule change is consistent with the protection of investors because it will specify in Exchange rules the scenarios in which a trading halt may be necessary, thereby promoting transparency in Exchange rules and making them easier to navigate. In giving the Exchange authority to declare regulatory trading halts in situations described herein, the proposed rule change enables the Exchange to act in the best interest of protecting investors. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange believes that section 202.06 of the Manual, as amended, do [sic] not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. As discussed herein, the Exchanges [sic] proposed amendments to section 202.06 of the Manual are designed to give the Exchange greater flexibility to halt trading in a particular listed security when the Exchange believes a halt is necessary or appropriate. Currently, section 202.06 of the Manual only permits the Exchange to implement regulatory trading halts for the dissemination of material news. As currently drafted, the Exchange believes these rules are unnecessarily restrictive and do not cover the full spectrum of situations where a trading halt may be necessary for the protection of investors. In addition, the Exchange believes that its proposed changes are consistent with the Nasdaq rules with respect to trading halts. For the foregoing reasons, therefore, the Exchange does not believe that such changes impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. 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. [[Page 54365]] III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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 \12\ and Rule 19b- 4(f)(6) thereunder.\13\ --------------------------------------------------------------------------- \12\ 15 U.S.C. 78s(b)(3)(A). \13\ 17 CFR 240.19b-4(f)(6). Rule 19b-4(f)(6)(iii) requires a self-regulatory organization to provide the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic 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-NYSE-2015-38 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-2015-38. 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-2015-38 and should be submitted on or before September 30, 2015. --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\14\ Robert W. Errett, Deputy Secretary. [FR Doc. 2015-22603 Filed 9-8-15; 8:45 am] BILLING CODE 8011-01-P
![54362 Federal Register / Vol. 80, No. 174 / Wednesday, September 9, 2015 / Notices
Commission and any person, other than I. Self-Regulatory Organization’s Section 202.06 of the Manual gives
those that may be withheld from the Statement of the Terms of Substance of the Exchange authority to halt trading in
public in accordance with the the Proposed Rule Change a listed company’s security under
provisions of 5 U.S.C. 552, will be certain circumstances. Currently, the
available for Web site viewing and The Exchange proposes to amend Exchange may impose a regulatory
printing in the Commission’s Public section 202.06 of the NYSE Listed trading halt when a listed company
Reference Room, 100 F Street NE., Company Manual (the ‘‘Manual’’) to announces material news 3 shortly
Washington, DC 20549, on official expand the pre-market hours during before the opening of trading on the
business days between the hours of which listed companies are required to Exchange or during the Exchange
10:00 a.m. and 3:00 p.m. Copies of such notify the Exchange prior to trading session (currently 9:30 a.m. to
filing will also be available for disseminating material news, to permit 4:00 p.m.). When that happens, the
inspection and copying at the principal the Exchange to halt trading in certain Exchange will typically institute a
office of the Exchange. All comments additional circumstances, including regulatory halt in trading, which halts
received will be posted without change; when it needs to obtain more trading on all market centers, to ensure
the Commission does not edit personal information about a listed company full dissemination of the news to
identifying information from news release, and to provide guidance investors. The Exchange proposes to
submissions. You should submit only related to the release of material news expand the hours and circumstances
information that you wish to make after the close of trading on the under which it can declare a regulatory
available publicly. All submissions Exchange. The text of the proposed rule trading halt.
should refer to File Number SR– change is available on the Exchange’s
Web site at www.nyse.com, at the Regulatory Trading Halts
NYSEArca –2015–01 and should be
submitted on or before September 21, principal office of the Exchange, and at Currently, section 202.06 of the
2015.36 the Commission’s Public Reference Manual requires listed companies to
Room. notify the Exchange at least ten minutes
For the Commission, by the Division of in advance of releasing material news if
Trading and Markets, pursuant to delegated II. Self-Regulatory Organization’s
such release will take place shortly
authority.37 Statement of the Purpose of, and
before the opening of trading on the
Robert W. Errett, Statutory Basis for, the Proposed Rule
Exchange or during Exchange market
Deputy Secretary. Change
hours (the ‘‘Material News Policy’’).4
[FR Doc. 2015–22604 Filed 9–8–15; 8:45 am] In its filing with the Commission, the The Exchange proposes to amend
BILLING CODE 8011–01–P self-regulatory organization included section 202.06 to require companies to
statements concerning the purpose of, comply with the Material News Policy
and basis for, the proposed rule change between 7:00 a.m. and 4:00 p.m. Eastern
SECURITIES AND EXCHANGE and discussed any comments it received Time. In the Exchange’s experience,
COMMISSION on the proposed rule change. The text most companies release news related to
of those statements may be examined at corporate actions and other material
[Release No. 34–75809; File No. SR–NYSE–
2015–38] the places specified in Item IV below. events between 7:00 a.m. and 9:30 a.m.
The Exchange has prepared summaries, Although trading on the Exchange does
Self-Regulatory Organizations; New set forth in sections A, B, and C below, not begin until 9:30 a.m., the Exchange
York Stock Exchange LLC; Notice of of the most significant parts of such believes that material news released
Filing and Immediate Effectiveness of statements. between 7:00 a.m. and 9:30 a.m. has the
Proposed Rule Change Amending potential to cause volatility in both
A. Self-Regulatory Organization’s price and volume during pre-market
Section 202.06 of the NYSE Listed Statement of the Purpose of, and
Company Manual trading that occurs on other market
Statutory Basis for, the Proposed Rule centers as well as once trading opens on
September 2, 2015. Change the Exchange. However, because there is
Pursuant to section 19(b)(1) of the 1. Purpose a lower volume of trading in such pre-
Securities Exchange Act of 1934 market hours, the Exchange believes
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 The NYSE proposes to amend section that a listed company is most well
notice is hereby given that on August 202.06 of the Manual to (i) expand the positioned to determine whether a
27, 2015, New York Stock Exchange pre-market hours during which listed trading halt is appropriate given the
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with companies are required to notify the news it intends to release. Therefore, to
the Securities and Exchange Exchange prior to disseminating facilitate an orderly opening and ensure
Commission (‘‘Commission’’) the material news, and (ii) provide the thorough dissemination of material
proposed rule change as described in Exchange with authority to halt trading news, the Exchange believes it is
Items I and II below, which Items have (a) during pre-market hours at the beneficial to require companies to
been prepared by the Exchange. The request of a listed company, (b) when comply with the Material News Policy
Commission is publishing this notice to the Exchange believes it is necessary to
solicit comments on the proposed rule request certain information from listed 3 The Exchange considers material news to be any
change from interested persons. companies, and (c) when an Exchange- news that is reasonably likely to have a material
listed security is also listed on another impact on the price or trading volume of a listed
national or foreign securities exchange security.
36 The Commission believes that a 10-day
Lhorne on DSK5TPTVN1PROD with NOTICES
4 At the time section 202.06 of the Manual was
comment period is reasonable, given the and such other exchange halts trading in last amended, the Exchange had an off-hours
requirement that the Commission act on the such security for regulatory reasons. The trading session in which securities could be traded
proposed rule change by October 2, 2015. A 10-day Exchange also proposes to amend at Exchange closing prices after the Exchange’s 4:00
period will provide adequate time for comment. See p.m. close until 5:00 p.m. As such off-hour trading
supra notes 7 and 8. section 202.06 of the Manual to provide
session no longer exists, the Exchange proposes to
37 17 CFR 200.30–3(a)(12). guidance related to the release of amend Section 202.06 of the Manual to specify that
1 15 U.S.C. 78s(b)(1). material news after the close of trading the Exchange’s market hours end at 4:00 p.m.
2 17 CFR 240.19b–4. on the Exchange. Eastern Time.
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proposes to include a concise statement 6(b)(5) because it gives the Exchange circumstances where material news that
that listed companies releasing material greater flexibility to implement may impact trading is to be released by
news should either (i) include the news regulatory trading halts in a listed listed companies or has not yet been
in a Form 8–K or other Commission security when such halts may be fully disseminated. The Exchange
filing, or (ii) issue the news in a press necessary for the protection of investors. believes that material news is highly
release to the major news wire services, Specifically, the proposed rule change relevant to investors when deciding to
including, at a minimum, Dow Jones & will alter the hours in which listed buy or sell securities and thus providing
Company, Inc., Reuters Economic companies are required to comply with the Exchange with additional authority
Services and Bloomberg Business News. the Material News Policy such that the to halt trading while such news is
The Exchange believes that distribution hours are from 7:00 a.m. to 4:00 p.m. released and disseminated is protective
by either of these methods is consistent Eastern Time (rather than just shortly of investors.
with current disclosure practices and before the opening of trading on the
ensures adequate dissemination. To In addition, the Exchange believes the
Exchange and during the Exchange
make sections 202.06(B) and 202.06(C) proposed rule change is consistent with
trading session, as is currently the case).
consistent, the Exchange proposes to the protection of investors because it
The proposed rule change will also
amend section 202.06(B) of the Manual will specify in Exchange rules the
enable the Exchange to (i) implement a
to delete a reference to ‘‘Dow Jones, Pre-Market Halt at the request of a listed scenarios in which a trading halt may be
Reuters and Bloomberg’’ and replace it company when the company intends to necessary, thereby promoting
with a reference to the ‘‘major’’ news issue material news between 7:00 a.m. transparency in Exchange rules and
wires. and 9.30 a.m. Eastern Time, (ii) halt making them easier to navigate. In
The Exchange proposes to make a giving the Exchange authority to declare
trading when it believes it is necessary
number of other non-substantive regulatory trading halts in situations
to request certain information from
changes to sections 202.03, 202.04 and described herein, the proposed rule
listed companies, and (iii) halt trading
202.06 of the Manual. In sections change enables the Exchange to act in
in an ADR or other Exchange-listed
202.03, 202.04 and 202.06(B)–(C), the the best interest of protecting investors.
security when the Exchange-listed
Exchange proposes to delete the word
security or the security underlying the B. Self-Regulatory Organization’s
‘‘representative’’ after Exchange as listed
ADR is listed on or registered with Statement on Burden on Competition
companies do not have a designated
another national securities exchange or
Exchange representative to whom they
foreign exchange or market and is halted The Exchange believes that section
should communicate in relation to
on such other exchange or market for 202.06 of the Manual, as amended, do
material news.9 Similarly, in section
regulatory reasons. Further, the [sic] not impose any burden on
202.06 of the Manual, the Exchange
Exchange proposes to include a concise competition that is not necessary or
proposes to remove a reference to the
statement, in lieu of existing advisory appropriate in furtherance of the
‘‘specialist’s book’’ as such book no
text, that listed companies releasing purposes of the Act. As discussed
longer exists. Instead, the Exchange will
material news should either (i) include herein, the Exchanges [sic] proposed
include a reference to ‘‘the Exchange.’’
the news in a Form 8–K or other amendments to section 202.06 of the
In section 202.06 of the Manual, the
Commission filing, or (ii) issue the news Manual are designed to give the
Exchange proposes to revise the section
in a press release to the major news wire Exchange greater flexibility to halt
headings to accurately reflect the new
services, including, at a minimum, Dow trading in a particular listed security
rule text as described herein.
Jones & Company, Inc., Reuters when the Exchange believes a halt is
2. Statutory Basis Economic Services and Bloomberg necessary or appropriate. Currently,
The Exchange believes that the Business News. The Exchange believes section 202.06 of the Manual only
proposed rule change is consistent with that distribution by either of these permits the Exchange to implement
section 6(b) 10 of the Act, in general, and methods is consistent with current regulatory trading halts for the
furthers the objectives of section 6(b)(5) disclosure practices and ensures dissemination of material news. As
of the Act,11 in particular in that it is adequate dissemination to the public. currently drafted, the Exchange believes
designed to promote just and equitable Additionally, the Exchange proposes to these rules are unnecessarily restrictive
principles of trade, to foster cooperation include advisory text in section 202.06 and do not cover the full spectrum of
and coordination with persons engaged of the Manual requesting that listed situations where a trading halt may be
in regulating, clearing, settling, companies intending to release material necessary for the protection of investors.
processing information with respect to, news after the close of trading on the In addition, the Exchange believes that
and facilitating transactions in Exchange wait until the earlier of the its proposed changes are consistent with
securities, to remove impediments to publication of their security’s official
the Nasdaq rules with respect to trading
and perfect the mechanism of a free and closing price on the Exchange or 15
halts. For the foregoing reasons,
open market and a national market minutes after the scheduled closing time
therefore, the Exchange does not believe
system, and, in general, to protect on the Exchange. The Exchange believes
that such changes impose any burden
investors and the public interest. The this change will eliminate confusion to
on competition that is not necessary or
Exchange believes that the proposed investors when a DMM is executing a
trade at the Exchange closing price appropriate in furtherance of the
amendment is consistent with the purposes of the Act.
investor protection objectives of section while the same security is
simultaneously trading on other C. Self-Regulatory Organization’s
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9 Currently, the Exchange’s Market Watch team exchange [sic] at a very different price. Statement on Comments on the
performs this function. However, as the official title The Exchange believes that each of the Proposed Rule Change Received From
of different groups occasionally changes, the proposed changes enumerated above are
Exchange believes it is appropriate to refer simply
Members, Participants or Others
to ‘‘the Exchange’’ consistent with elsewhere in the
[sic] consistent with the investor
Manual. protection objectives of section 6(b)(5) No written comments were solicited
10 15 U.S.C. 78f(b). because they provide the Exchange with or received with respect to the proposed
11 15 U.S.C. 78f(b)(5). additional authority to halt trading in rule change.
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![Federal Register / Vol. 80, No. 174 / Wednesday, September 9, 2015 / Notices 54365
III. Date of Effectiveness of the Internet Web site (http://www.sec.gov/ Persons needing special
Proposed Rule Change and Timing for rules/sro.shtml). Copies of the accommodations to take part because of
Commission Action submission, all subsequent a disability should notify the contact
Because the foregoing proposed rule amendments, all written statements person listed below. The public is
change does not: (i) Significantly affect with respect to the proposed rule invited to submit written statements to
the protection of investors or the public change that are filed with the the Committee. The meeting will focus
interest; (ii) impose any significant Commission, and all written on Rule 610 of SEC Regulation NMS and
burden on competition; and (iii) become communications relating to the the regulatory structure of trading
operative for 30 days from the date on proposed rule change between the venues.
which it was filed, or such shorter time Commission and any person, other than
DATES: The public meeting will be held
those that may be withheld from the
as the Commission may designate, it has on Thursday, September 24, 2015.
public in accordance with the
become effective pursuant to section Written statements should be received
provisions of 5 U.S.C. 552, will be
19(b)(3)(A) of the Act 12 and Rule 19b– on or before September 21, 2015.
available for Web site viewing and
4(f)(6) thereunder.13 ADDRESSES: The meeting will be held at
At any time within 60 days of the printing in the Commission’s Public
Reference Room, 100 F Street NE., the Commission’s headquarters, 100 F
filing of the proposed rule change, the Street NE., Washington, DC. Written
Washington, DC 20549, on official
Commission summarily may statements may be submitted by any of
business days between the hours of
temporarily suspend such rule change if the following methods:
10:00 a.m. and 3:00 p.m. Copies of the
it appears to the Commission that such
filing also will be available for Electronic Comments
action is necessary or appropriate in the
inspection and copying at the principal
public interest, for the protection of
office of the Exchange. All comments • Use the Commission’s Internet
investors, or otherwise in furtherance of submission form (http://www.sec.gov/
received will be posted without change;
the purposes of the Act. If the rules/other.shtml); or
the Commission does not edit personal
Commission takes such action, the
identifying information from • Send an email message to rule-
Commission shall institute proceedings submissions. You should submit only comments@sec.gov. Please include File
to determine whether the proposed rule information that you wish to make Number 265–29 on the subject line; or
change should be approved or available publicly. All submissions
disapproved. Paper Comments
should refer to File Number SR–NYSE–
IV. Solicitation of Comments 2015–38 and should be submitted on or • Send paper statements in triplicate
before September 30, 2015. to Brent J. Fields, Federal Advisory
Interested persons are invited to Committee Management Officer,
submit written data, views, and For the Commission, by the Division of
Securities and Exchange Commission,
arguments concerning the foregoing, Trading and Markets, pursuant to delegated
authority.14 100 F Street NE., Washington, DC
including whether the proposed rule 20549–1090.
change is consistent with the Act. Robert W. Errett,
Deputy Secretary. All submissions should refer to File No.
Comments may be submitted by any of
265–29. This file number should be
the following methods: [FR Doc. 2015–22603 Filed 9–8–15; 8:45 am]
included on the subject line if email is
BILLING CODE 8011–01–P
Electronic Comments used. To help us process and review
• Use the Commission’s Internet your statement more efficiently, please
comment form (http://www.sec.gov/ SECURITIES AND EXCHANGE use only one method. The Commission
rules/sro.shtml); or COMMISSION will post all statements on the
• Send an email to rule-comments@ Commission’s Internet Web site at SEC
[Release No. 34–75829; File No. 265–29] Web site at (http://www.sec.gov/
sec.gov. Please include File Number SR–
NYSE–2015–38 on the subject line. comments/265-29/265-29.shtml).
Equity Market Structure Advisory
Committee Statements also will be available for
Paper Comments Web site viewing and printing in the
• Send paper comments in triplicate AGENCY: Securities and Exchange Commission’s Public Reference Room,
to Secretary, Securities and Exchange Commission. 100 F Street NE., Room 1580,
Commission, 100 F Street NE., ACTION: Notice of meeting. Washington, DC 20549, on official
Washington, DC 20549–1090. business days between the hours of
SUMMARY: The Securities and Exchange 10:00 a.m. and 3:00 p.m. All statements
All submissions should refer to File Commission Equity Market Structure
Number SR–NYSE–2015–38. This file received will be posted without change;
Advisory Committee is providing notice
number should be included on the we do not edit personal identifying
that it will hold a public meeting on
subject line if email is used. To help the information from submissions. You
Thursday, September 24, 2015, in Multi-
Commission process and review your should submit only information that
Purpose Room LL–006 at the
comments more efficiently, please use you wish to make available publicly.
Commission’s headquarters, 100 F
only one method. The Commission will Street NE., Washington, DC. The FOR FURTHER INFORMATION CONTACT:
post all comments on the Commission’s meeting will begin at 10:00 a.m. (EDT) Arisa Tinaves Kettig, Special Counsel, at
and will be open to the public, except (202) 551–5676, Division of Trading and
12 15 U.S.C. 78s(b)(3)(A).
for a period of approximately 60 Markets, Securities and Exchange
Lhorne on DSK5TPTVN1PROD with NOTICES
13 17 CFR 240.19b–4(f)(6). Rule 19b–4(f)(6)(iii)
minutes when the Committee will meet Commission, 100 F Street NE.,
requires a self-regulatory organization to provide
the Commission with written notice of its intent to in an administrative work session Washington, DC 20549–7010.
file the proposed rule change, along with a brief during lunch. The public portions of the SUPPLEMENTARY INFORMATION: In
description and text of the proposed rule change, meeting will be webcast on the accordance with Section 10(a) of the
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time Commission’s Web site at www.sec.gov. Federal Advisory Committee Act, 5
as designated by the Commission. The Exchange U.S.C.-App. 1, and the regulations
has satisfied this requirement. 14 17 CFR 200.30–3(a)(12). thereunder, Stephen Luparello,
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Document Created: 2015-12-15 09:53:02
Document Modified: 2015-12-15 09:53:02
| 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 54362 |
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