82 FR 56067 - Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Remove Directed Order Functionality
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 226 (November 27, 2017)
Federal Register Volume 82, Issue 226 (November 27, 2017)
| Page Range | 56067-56069 | |
| FR Document | 2017-25476 |
[Federal Register Volume 82, Number 226 (Monday, November 27, 2017)] [Notices] [Pages 56067-56069] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25476] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82132; File No. SR-ISE-2017-100] Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Remove Directed Order Functionality November 20, 2017. 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 November 16, 2017, Nasdaq ISE, LLC (``ISE'' or ``Exchange'') 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 [[Page 56068]] 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 remove Directed Order \3\ functionality on ISE. --------------------------------------------------------------------------- \3\ A ``Directed Order'' is an order routed from an Electronic Access Member to an Exchange market maker through the Exchange's System. --------------------------------------------------------------------------- The text of the proposed rule change is available on the Exchange's Web site at http://ise.cchwallstreet.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 aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Last year the Exchange filed to delay the implementation of the Directed Order functionality in conjunction with a replatform to INET.\4\ INET is the proprietary core technology utilized across Nasdaq's global markets and utilized on The Nasdaq Options Market LLC (``NOM''), Nasdaq PHLX LLC (``Phlx'') and Nasdaq BX, Inc. (``BX'') (collectively, ``Nasdaq Exchanges''). ISE was migrated to INET technology in 2017. With the migration, ISE delayed the implementation of the Directed Order functionality to stage the re-platform to provide maximum benefit to its Members while also ensuring a successful rollout. At that time, the Exchange noted that the Exchange will introduce the Directed Order functionality within one year from the date of this filing, otherwise the Exchange will file a rule proposal with the Commission to remove these rules. The Exchange filed the initial rule change on February 23, 2017.\5\ The Exchange has determined at this time not to offer Directed Order functionality. If the Exchange determines to offer this functionality at a later date a rule proposal will be filed at that time. --------------------------------------------------------------------------- \4\ See Securities Exchange Act Release No. 80100 (February 24, 2017), 82 FR 12269 (March 1, 2017) (SR-ISE-2017-15). \5\ Id. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\6\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\7\ in particular, in that it is designed 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 because the Exchange will remove rule text related to functionality which will not be offered on ISE. The current rule text indicates the functionality is not offered today. The Exchange believes that removing Rule 811 from the Rulebook will avoid confusion as to whether this functionality will be enabled in the future. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). \7\ 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 not necessary or appropriate in furtherance of the purposes of the Act. The Exchange does not believe that the proposed rule change will impose any burden on intra-market competition because the Exchange is not offering this functionality today and believes there is no interest among Members for this functionality. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. 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)(iii) of the Act \8\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\9\ --------------------------------------------------------------------------- \8\ 15 U.S.C. 78s(b)(3)(A)(iii). \9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file 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: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic 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-ISE-2017-100 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-ISE-2017-100. 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 [[Page 56069]] 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-ISE- 2017-100 and should be submitted on or before December 18, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\10\ --------------------------------------------------------------------------- \10\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-25476 Filed 11-24-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices 56067
similarly does not do so and instead B. Self-Regulatory Organization’s Internet Web site (http://www.sec.gov/
provides that its sole stockholder Statement on Burden on Competition rules/sro.shtml). Copies of the
nominates and elects its non-fair The Exchange does not believe the submission, all subsequent
representation directors.12 Other proposed rule change will impose any amendments, all written statements
Exchanges also provide that their Board, burden on competition not necessary or with respect to the proposed rule
without input from a nominating appropriate in furtherance of the change that are filed with the
committee, appoint members to purposes of the Act. The proposed rule Commission, and all written
committees.13 The Exchange also change relates to the corporate communications relating to the
believes that since it is being proposed governance of the Exchange and not the proposed rule change between the
that the sole stockholder have the operations of the Exchange. This is not Commission and any person, other than
authority to nominate (and elect) a competitive filing and, therefore, those that may be withheld from the
directors to the Board (and accept and imposes no burden on competition. public in accordance with the
elect Representative Director nominees), provisions of 5 U.S.C. 552, will be
it is also consistent to transfer the C. Self-Regulatory Organization’s available for Web site viewing and
authority to fill director vacancies from Statement on Comments on the printing in the Commission’s Public
the Board to the sole stockholder. Proposed Rule Change Received From Reference Room, 100 F Street NE.,
The Exchange importantly notes that Members, Participants, or Others Washington, DC 20549, on official
it is not proposing to amend any of the The Exchange neither solicited nor business days between the hours of
compositional requirements currently received comments on the proposed 10:00 a.m. and 3:00 p.m. Copies of the
set forth in the Bylaws and that rule change. filing also will be available for
notwithstanding the proposed changes, inspection and copying at the principal
existing compositional requirements of III. Date of Effectiveness of the office of the Exchange. All comments
the Exchange will still be required to be Proposed Rule Change and Timing for received will be posted without change.
satisfied, including the provision Commission Action Persons submitting comments are
relating to the fair representation of Within 45 days of the date of cautioned that we do not redact or edit
members. While the delegation of the publication of this notice in the Federal personal identifying information from
authority relating to the (i) nomination Register or within such longer period comment submissions. You should
and election of directors, (ii) nominating up to 90 days (i) as the Commission may submit only information that you wish
body for Representative Directors, (iii) designate if it finds such longer period to make available publicly. All
filling of Director vacancies and (iv) to be appropriate and publishes its submissions should refer to File
appointment of committees is being reasons for so finding or (ii) as to which Number SR–CboeBZX–2017–001, and
modified, the substantive practices of the Exchange consents, the Commission should be submitted on or before
the Exchange will remain the same. For will: December 12, 2017.
example, the sole stockholder will be A. By order approve or disapprove For the Commission, by the Division of
bound to nominate and elect the such proposed rule change, or Trading and Markets, pursuant to delegated
Representative Directors nominees B. institute proceedings to determine authority.14
recommended by the Representative whether the proposed rule change Eduardo A. Aleman,
Director Nominating Body or, in the should be disapproved. Assistant Secretary.
event of a petition candidate, the IV. Solicitation of Comments [FR Doc. 2017–25468 Filed 11–24–17; 8:45 am]
Representative Director nominees who BILLING CODE 8011–01–P
receive the most votes pursuant to a Interested persons are invited to
Run-off Election. submit written data, views, and
Lastly, the Exchange believes the arguments concerning the foregoing, SECURITIES AND EXCHANGE
clarifying changes to the Exchange’s including whether the proposed rule COMMISSION
Certificate, including updating the change is consistent with the Act.
Comments may be submitted by any of [Release No. 34–82132; File No. SR–ISE–
Exchange’s name in the title and 2017–100]
signature line, allows the Exchange to the following methods:
comply with Delaware law and reduce Electronic Comments Self-Regulatory Organizations; Nasdaq
potential confusion. The alleviation of • Use the Commission’s Internet ISE, LLC; Notice of Filing and
confusion removes impediments to, and comment form (http://www.sec.gov/ Immediate Effectiveness of Proposed
perfects the mechanism for a free and rules/sro.shtml); or Rule Change To Remove Directed
open market and a national market • Send an email to rule-comments@ Order Functionality
system, and, in general, protects sec.gov. Please include File Number SR– November 20, 2017.
investors and the public interest of CboeBZX–2017–001 on the subject line. Pursuant to Section 19(b)(1) of the
market participants.
Paper Comments Securities Exchange Act of 1934
The Exchange believes the proposed
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
changes do not affect the meaning, • Send paper comments in triplicate notice is hereby given that on November
administration, or enforcement of any to Secretary, Securities and Exchange 16, 2017, Nasdaq ISE, LLC (‘‘ISE’’ or
rules of the Exchange or the rights, Commission, 100 F Street NE., ‘‘Exchange’’) filed with the Securities
obligations, or privileges of Exchange Washington, DC 20549–1090.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
and Exchange Commission
members or their associated persons is All submissions should refer to File (‘‘Commission’’) the proposed rule
any way. Number SR–CboeBZX–2017–001. This change as described in Items I, II, and
file number should be included on the III, below, which Items have been
12 See Section 3.02 of the Amended and Restated
subject line if email is used. To help the prepared by the Exchange. The
NYSE Arca, Inc. Bylaws. Commission process and review your
13 See e.g., Eleventh Amended and Restated
Operating Agreement of New York Stock Exchange,
comments more efficiently, please use 14 17 CFR 200.30–3(a)(12).
LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx only one method. The Commission will 1 15 U.S.C. 78s(b)(1).
LLC, Section 5–3. post all comments on the Commission’s 2 17 CFR 240.19b–4.
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![Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices 56069
Reference Room, 100 F Street NE., The text of the proposed rule change Representative Directors. If however,
Washington, DC 20549, on official is also available on the Exchange’s Web there are less than two Industry
business days between the hours of site (http://www.c2exchange.com/ Directors on the N&G Committee, then
10:00 a.m. and 3:00 p.m. Copies of the Legal/), at the Exchange’s Office of the the Trading Permit Holder
filing also will be available for Secretary, and at the Commission’s Subcommittee of the Advisory Board
inspection and copying at the principal Public Reference Room. shall act as the Representative Director
office of the Exchange. All comments Nominating Body.4 The N&G Committee
II. Self-Regulatory Organization’s
received will be posted without change. is bound to accept and nominate the
Statement of the Purpose of, and
Persons submitting comments are Representative Director nominees
Statutory Basis for, the Proposed Rule
cautioned that we do not redact or edit recommended by the Representative
Change
personal identifying information from Director Nominating Body or, in the
comment submissions. You should In its filing with the Commission, the event of a petition candidate, the
submit only information that you wish Exchange included statements Representative Director nominees who
to make available publicly. All concerning the purpose of and basis for receive the most votes pursuant to a
submissions should refer to File the proposed rule change and discussed Run-off Election.5 Pursuant to Section
Number SR–ISE–2017–100 and should any comments it received on the 3.1 of the Bylaws, the N&G Committee
be submitted on or before December 18, proposed rule change. The text of these is also responsible for determining
2017. statements may be examined at the whether a director candidate satisfies
places specified in Item IV below. The the applicable qualifications for election
For the Commission, by the Division of
Trading and Markets, pursuant to delegated Exchange has prepared summaries, set as a director, and the decision of the
authority.10 forth in sections A, B, and C below, of N&G Committee, subject to review, if
Eduardo A. Aleman, the most significant aspects of such any, by the Board, is final.
Assistant Secretary.
statements. The Exchange first proposes to
[FR Doc. 2017–25476 Filed 11–24–17; 8:45 am] A. Self-Regulatory Organization’s eliminate its N&G Committee and
Statement of the Purpose of, and the amend the process by which Directors
BILLING CODE 8011–01–P
Statutory Basis for, the Proposed Rule are nominated and elected. Specifically,
Change the Exchange proposes to provide that
SECURITIES AND EXCHANGE the sole stockholder of the exchange
1. Purpose shall nominate and elect directors for
COMMISSION
The Exchange proposes to amend its nomination at the annual meeting of the
[Release No. 34–82120; File No. SR–C2– Bylaws and Certificate. Specifically the stockholder, except with respect to fair-
2017–030] representation directors
Exchange proposes to eliminate its
Nominating and Governance Committee (‘‘Representative Directors’’) as
Self-Regulatory Organizations; Cboe
(‘‘N&G Committee’’), as well as amend described below. The Exchange notes
C2 Exchange, Inc.; Notice of Filing of
the process by which (i) directors are that another Exchange similarly does
a Proposed Rule Change Relating to
elected, (ii) committee appointments are not maintain an exchange-level
Its Nominating and Governance
made and (iii) vacancies are filled. nominating committee and instead
Committee and Regulatory Oversight
Additionally, the Exchange proposes to provides that the sole stockholder of the
and Compliance Committee
amend the name of the Regulatory Exchange nominates and elects their
November 20, 2017. Oversight and Compliance Committee non-fair representation Directors.6 With
Pursuant to Section 19(b)(1) of the (‘‘ROCC’’) and make other technical, respect to the nomination of
Securities Exchange Act of 1934 (the non-substantive changes. Representative Directors, the Exchange
‘‘Act’’),1 and Rule 19b–4 thereunder,2 proposes to amend the definition of
notice is hereby given that on November Elimination of Nominating and ‘‘Representative Director Nominating
14, 2017, Cboe C2 Exchange, Inc. (the Governance Committee Body’’ and provide that if the Board has
‘‘Exchange’’ or ‘‘C2’’) filed with the (a) Nomination of Directors two or more Industry Directors,
Securities and Exchange Commission By way of background, Section 4.3 of excluding directors that are exchange
(the ‘‘Commission’’) the proposed rule the Bylaws provides, among other employees, those Industry Directors
change as described in Items I, II, and things, that the Exchange N&G shall act as the Representative Director
III below, which Items have been Committee shall consist of at least five Nominating Body. Additionally, similar
prepared by the Exchange. The directors that are majority Non-Industry to today’s practice, if there are less than
Commission is publishing this notice to Directors and are appointed by the two Industry Directors on the Board
solicit comments on the proposed rule Board on the recommendation of the (excluding directors that are employees
change from interested persons. N&G Committee. Section 4.3 of the of the Exchange), then the Trading
Bylaws also provides that the N&G Permit Holder Subcommittee of the
I. Self-Regulatory Organization’s Advisory Board shall act as the
Statement of the Terms of Substance of Committee shall have the authority to
nominate individuals for election as Representative Director Nominating
the Proposed Rule Change Body. The Bylaws and Certificate will
directors of the Corporation and such
The Exchange proposes to amend its other duties as prescribed by resolution also be amended to provide that the sole
governance documents with respect to of the Board.3 Additionally, if the N&G stockholder is bound to nominate and
asabaliauskas on DSKBBXCHB2PROD with NOTICES
changes relating to its director Committee has two or more Industry elect the Representative Directors
nomination and committee appointment Directors, those Industry Directors shall
process, its Nominating and Governance act as the Representative Director
4 See Sections 1.1(k) and 4.3 of the Bylaws.
Committee and its Regulatory Oversight Section 3.2 of the Bylaws sets forth a detailed
Nominating Body, which body is process for the nomination and selection of fair
and Compliance Committee. responsible for the nomination of the representation directors for the Board of Directors.
5 See Sections 3.1 and 3.2 of the Bylaws and
10 17 CFR 200.30–3(a)(12). 3 Article Fifth, subparagraph (c) of the Certificate Article Fifth, subparagraph (c) of the Certificate.
1 15 U.S.C. 78s(b)(1). 6 See Section 3.02 of the Amended and Restated
also provides that the N&G Committee nominates
2 17 CFR 240.19b–4. persons for election as directors. NYSE Arca, Inc. Bylaws.
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Document Created: 2017-11-25 01:08:51
Document Modified: 2017-11-25 01:08:51
| 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 | 82 FR 56067 |
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