82 FR 50175 - Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Make Technical Corrections to Its Second Amended and Restated Certificate of Incorporation

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 208 (October 30, 2017)

[Federal Register Volume 82, Number 208 (Monday, October 30, 2017)]
[Notices]
[Pages 50175-50176]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-23485]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81936; File No. SR-BatsEDGA-2017-27]


Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To Make 
Technical Corrections to Its Second Amended and Restated Certificate of 
Incorporation

October 24, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on October 13, 2017, Bats EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange seeks to amend its Second Amended and Restated 
Certificate of Incorporation. The text of the proposed rule change is 
provided below.

(additions are italicized; deletions are [bracketed])
* * * * *
Second Amended and Restated Certificate of Incorporation of Bats EDGA 
Exchange, Inc.
    The name of the corporation is Bats EDGA Exchange, Inc. The 
corporation filed its original Certificate of Incorporation with the 
Secretary of State of the State of Delaware on March 9, 2009 under the 
name EDGA Exchange, Inc. This Second Amended and Restated Certificate 
of Incorporation of the corporation, which restates and integrates and 
also further amends the provisions of the corporation's Restated 
Certificate of Incorporation, was duly adopted in accordance with the 
provisions of Sections 242 and 245 of the General Corporation Law of 
the State of Delaware and by the written consent of its sole 
stockholder in accordance with Section 228 of the General Corporation 
Law of the State of Delaware. The [Second Amended and] Restated 
Certificate of Incorporation of the corporation is hereby amended, 
integrated and restated to read in its entirety as follows:
* * * * *
    The text of the proposed rule change is available at the Exchange's 
Web site at www.bats.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 Exchange 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 these 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
    EDGA recently amended its Restated Certificate of Incorporation in 
connection with a corporate transaction (the ``Transaction'') 
involving, among other things, the recent acquisition of EDGA, along 
with Bats BYX Exchange, Inc. (``Bats BYX''), Bats BZX Exchange, Inc. 
(``Bats BZX''), and Bats EDGX Exchange, Inc. (``Bats EDGX'' and, 
together with Bats EDGA, Bats BYX, and Bats BZX, the ``Bats 
Exchanges'') by CBOE Holdings, Inc. (``CBOE Holdings''). CBOE Holdings 
is also the parent of Chicago Board Options Exchange, Incorporated 
(``CBOE'') and C2 Options Exchange, Incorporated (``C2''). 
Particularly, the filing proposed, among other things, to amend and 
restate the certificate of incorporation of the Exchange based on 
certificates of incorporation of CBOE and C2.\3\ The Exchange notes 
that in conforming the Exchange's Certificate to the certificates of 
CBOE and C2, it inadvertently (1) did not comply with a provision of 
Delaware law and (ii) referred to an inaccurate version of the 
Certificate in the introductory paragraph. The Exchange seeks to 
correct those errors.
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    \3\ See Securities Exchange Act Release No. 81496 (August 30, 
2017), 82 FR 42206 (September 6, 2017) (SR-BatsEDGA-2017-22).
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    Particularly, Section 245(c) of the Delaware General Corporation 
Law (DGCL) requires that a restated certificate of incorporation 
``shall state, either in its heading or in an introductory paragraph, 
the corporation's present name, and, if it has been changed, the name 
under which it was originally incorporated, and the date of filing of 
its original certificate of incorporation with the secretary of 
state.'' The Exchange notes that the conformed Certificate did not 
reference the name under which the corporation was originally 
incorporated (i.e., ``EDGA Exchange, Inc.''). In order to comply with 
Section 245(c) of the DGCL, the Exchange proposes to amend its 
Certificate to add a reference to its original name.
    The Exchange also notes that it inadvertently did not reference the 
correct version of the Certificate in two places in the introductory 
paragraph. Particularly, the Exchange notes that the third sentence of 
the introductory paragraph provides that the Second Amended and 
Restated Certificate of Incorporation of the corporation restated and 
integrated and also further amended

[[Page 50176]]

the provisions of the corporation's ``Certificate of Incorporation'' 
instead of the then current (and now previous) version titled, 
``Restated Certificate of Incorporation''. Additionally, the last 
sentence of the introductory paragraph which provides that the current 
certificate is ``amended, integrated and restated to read in its 
entirety as follows:'' mistakenly references the new title of the 
amended Certificate (i.e., ``Second Amended and Restated Certificate of 
Incorporation'') instead of the title of the then current (and now 
previous) Certificate (``Restated Certificate of Incorporation''). As 
such, the Exchange proposes to add ``Restated'' to the third sentence 
and eliminate the new title reference ``Second Amended and'' from the 
last sentence to accurately reflect the correct version of the 
Certificate that was amended and restated.
    The Exchange notes that the proposed changes are concerned solely 
with the administration of the Exchange and do not affect the meaning, 
administration, or enforcement of any rules of the Exchange or the 
rights, obligations, or privileges of Exchange members or their 
associated persons is [sic] any way.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\4\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \5\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \6\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ Id.
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    In particular, the Exchange believes correcting inadvertent non-
substantive, technical errors in its Certificate in order to comply 
with Delaware law and reflect the correct and accurate version of the 
Certificate that was amended will avoid potential confusion, thereby 
removing impediments to, and perfecting the mechanism for a free and 
open market and a national market system, and, in general, protecting 
investors and the public interest of market participants. As noted 
above, the proposed changes do not affect the meaning, administration, 
or enforcement of any rules of the Exchange or the rights, obligations, 
or privileges of Exchange members or their associated persons is any 
way.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe the proposed rule change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. Rather, the proposed rule change is merely 
attempting to correct inadvertent technical errors in the Exchange's 
introductory paragraph of its Certificate. The proposed rule change has 
no impact on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \7\ and paragraph (f) of Rule 19b-4 \8\ 
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. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BatsEDGA-2017-27 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-BatsEDGA-2017-27. 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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BatsEDGA-2017-27 and should 
be submitted on or before November 20, 2017.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-23485 Filed 10-27-17; 8:45 am]
BILLING CODE 8011-01-P