82 FR 56072 - Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Its Director Nomination and Committee Appointment Process and Its Nominating and Governance Committee
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 226 (November 27, 2017)
Federal Register Volume 82, Issue 226 (November 27, 2017)
| Page Range | 56072-56075 | |
| FR Document | 2017-25470 |
[Federal Register Volume 82, Number 226 (Monday, November 27, 2017)] [Notices] [Pages 56072-56075] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25470] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82126; File No. SR-CboeEDGX-2017-001] Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Its Director Nomination and Committee Appointment Process and Its Nominating and Governance Committee November 20, 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 November 14, 2017, Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') filed with the Securities and Exchange Commission (the ``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. --------------------------------------------------------------------------- \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 its governance documents with respect to changes relating to its director nomination and committee appointment process and its Nominating and Governance Committee. 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 aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its Bylaws and Certificate. Specifically the Exchange proposes to eliminate its Nominating and Governance Committee (``N&G Committee''), as well as amend the process by which (i) directors are elected, (ii) committee appointments are made and (iii) vacancies are filled. Additionally, the Exchange proposes to make other technical, non-substantive changes. Elimination of Nominating and Governance Committee (a) Nomination of Directors By way of background, Section 4.3 of the Bylaws provides, among other things, that the Exchange N&G Committee shall consist of at least five directors that are majority Non-Industry Directors and are appointed by the Board on the recommendation of the N&G Committee. Section 4.3 of the Bylaws also provides that the N&G Committee shall have the authority to nominate individuals for election as directors of the Corporation and such other duties as prescribed by resolution of the Board.\3\ Additionally, if the N&G Committee has two or more Industry Directors, those Industry Directors shall act as the Representative Director Nominating Body, which body is responsible for the nomination of the Representative Directors. If however, there are less than two Industry Directors on the N&G Committee, then the Exchange Member Subcommittee of the Advisory Board shall act as the Representative Director Nominating Body.\4\ The N&G Committee is bound to accept and nominate the Representative Director nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election.\5\ Pursuant to Section 3.1 of the Bylaws, the N&G Committee is also responsible for determining whether a director candidate satisfies the applicable qualifications for election as a director, and the decision of the N&G Committee, subject to review, if any, by the Board, is final. --------------------------------------------------------------------------- \3\ Article Fifth, subparagraph (c) of the Certificate also provides that the N&G Committee nominates persons for election as directors. \4\ See Sections 1.1(j) and 4.3 of the Bylaws. Section 3.2 of the Bylaws sets forth a detailed process for the nomination and selection of fair representation directors for the Board of Directors. \5\ See Sections 3.1 and 3.2 of the Bylaws and Article Fifth, subparagraph (c) of the Certificate. --------------------------------------------------------------------------- The Exchange first proposes to eliminate its N&G Committee and amend the process by which Directors are nominated and elected. Specifically, the Exchange proposes to provide that the sole stockholder of the exchange shall nominate and elect directors for nomination at the annual meeting of the stockholder, except with respect to fair-representation directors (``Representative Directors'') as described below. The Exchange notes that another Exchange similarly does not maintain an exchange-level nominating committee and instead provides that the sole stockholder of the Exchange nominates and elects their non-fair representation Directors.\6\ With respect to the nomination of Representative Directors, the Exchange proposes to amend the definition of ``Representative Director Nominating Body'' and provide that if the Board has two or more Industry Directors, excluding directors that are exchange employees, those Industry Directors [[Page 56073]] shall act as the Representative Director Nominating Body. Additionally, similar to the current practice, if there are less than two Industry Directors on the Board (excluding directors that are employees of the Exchange), then the Exchange Member Subcommittee of the Advisory Board shall act as the Representative Director Nominating Body. The Bylaws and Certificate will also be amended to provide that the sole stockholder is bound to nominate and elect the Representative Directors nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election. Lastly, as the N&G Committee is being eliminated, the Exchange proposes to amend Section 3.1 of the Bylaws to provide that the Board, instead of the N&G Committee, is responsible for determining whether a director candidate satisfies the applicable qualifications for election as a director, and the decision of the Board is final. There are no other changes with respect to the process for the nomination and selection of Representative Directors. The Exchange notes that it believes that the proposed changes continue to give Exchange members a voice in the Exchange's use of self-regulatory authority. --------------------------------------------------------------------------- \6\ See Section 3.02 of the Amended and Restated NYSE Arca, Inc. Bylaws. --------------------------------------------------------------------------- (b) Committee Appointments The N&G Committee is also currently responsible for recommending to the Board of Directors appointments to certain Committees. Specifically, Section 4.2 and Section 6.1 of the Bylaws provides that the members of the Executive Committee and Advisory Board, respectively, be recommended by the N&G Committee for approval by the Board. Pursuant to Section 4.4 of the Bylaws, members of the Regulatory Oversight Committee (``ROC'') are recommended by the Non-Industry Directors on the N&G Committee for approval by the Board. In light of the elimination of the N&G Committee, the Exchange proposes to eliminate references to the N&G Committee with respect to committee appointments and transfer the N&G's current authority to the Board (or appropriate subcommittee of the Board). Specifically the Exchange proposes that members of the Executive Committee and Advisory Board be appointed by the Board and members of the ROC be appointed by the Board on the recommendation of the Non-Industry Directors of the Board. The Exchange notes that Boards of other Exchanges also have authority to appoint Board Committees.\7\ --------------------------------------------------------------------------- \7\ See e.g., Eleventh Amended and Restated Operating Agreement of New York Stock Exchange, LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx LLC, Section 5-3. --------------------------------------------------------------------------- Filling of Director Vacancies Next, the Exchange proposes to amend the process to fill Director vacancies. Currently, Sections 3.4 of the Bylaws provides that in the event any Industry Director or Non-Industry Director fails to maintain the qualifications required for such category of director, his office shall become vacant and the vacancy may be filled by the Board with a person who qualifies for the category in which the vacancy exists. If a director is determined to have requalified, Section 3.4 provides the Board, in its sole discretion, may fill an existing vacancy in the Board or may increase the size of the Board, as necessary, to appoint such director to the Board; provided, however, that the Board shall be under no obligation to return such director to the Board. Section 3.5 of the Bylaws also provides that a vacancy on the Board may be filled by a vote of majority of the Directors then in office, or by the sole remaining Director, so long as the elected Director qualifies for the position. Additionally, for vacancies of Representative Directors, the Representative Director Nominating Body will recommend an individual to be elected, or provide a list of recommended individuals, and the position shall be filled by the vote of a majority of the Directors then in office. Consistent with the proposal to have the sole stockholder nominate and elect directors to the Board (and to be bound to accept and elect the Representative Director Nominating Body's nominee(s)), the Exchange wishes to provide that the sole stockholder, instead of the Board, will also have the ability to fill the above described Director vacancies. Technical, Non-Substantive Changes Lastly, the Exchange proposes to change the Exchange's name in the title and signature line in its Certificate from ``Bats EDGX Exchange, Inc.'' to ``Cboe EDGX Exchange, Inc.'' The Exchange notes that it recently changed its legal name, but was unable to update the Exchange's name in the title or signature line in its Certificate as the name changes were not effective until the Exchange, as previously named, filed the proposed changes in Delaware. The Exchange had noted in the filing that proposed the name changes that it would later amend the Certificate to reflect the new name in the title and signature line and the Exchange is seeking to do so now. The Exchange also proposes to make clarifying amendments and cite to the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed restatement and amendment. 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.\8\ Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \9\ 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) \10\ requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes that its proposal is consistent with Section 6(b) of the Act in general, and furthers the objectives of Section 6(b)(1) of the Act in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange also believes that this proposal furthers the objectives of Section 6(b)(3) \11\ of the Act in particular, in that it is designed to assure a fair representation of Exchange Members in the selection of its directors and administration of its affairs and provide that one or more directors would be representative of issuers and investors and not be associated with a member of the exchange, broker, or [[Page 56074]] dealer. For instance, the proposed changes continue to include a process by which Exchange members can directly petition and vote for representation on the Board. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b). \9\ 15 U.S.C. 78f(b)(5). \10\ Id. \11\ 15 U.S.C. 78f(b)(3). --------------------------------------------------------------------------- The Exchange believes eliminating the exchange-level N&G Committee allows the Exchange to eliminate a board committee whose core responsibilities can be adequately handled by its sole stockholder or Board, as applicable. The Exchange believes the elimination of this board committee will streamline, make more efficient, and improve the Exchange's governance structure and allow directors of the Exchange to continue to focus their attention on matters within the purview of the Exchange's Board including its orderly discharge of regulatory duties 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. The Exchange also notes that it is not statutorily required to maintain a standing nominating committee. Indeed, another Exchange similarly does not do so and instead provides that its sole stockholder nominates and elects its non-fair representation directors.\12\ Other Exchanges also provide that their Board, without input from a nominating committee, appoint members to committees.\13\ The Exchange also believes that since it is being proposed that the sole stockholder have the authority to nominate (and elect) directors to the Board (and accept and elect Representative Director nominees), it is also consistent to transfer the authority to fill director vacancies from the Board to the sole stockholder. --------------------------------------------------------------------------- \12\ See Section 3.02 of the Amended and Restated NYSE Arca, Inc. Bylaws. \13\ See e.g., Eleventh Amended and Restated Operating Agreement of New York Stock Exchange, LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx LLC, Section 5-3. --------------------------------------------------------------------------- The Exchange importantly notes that it is not proposing to amend any of the compositional requirements currently set forth in the Bylaws and that notwithstanding the proposed changes, existing compositional requirements of the Exchange will still be required to be satisfied, including the provision relating to the fair representation of members. While the delegation of the authority relating to the (i) nomination and election of directors, (ii) nominating body for Representative Directors, (iii) filling of Director vacancies and (iv) appointment of committees is being modified, the substantive practices of the Exchange will remain the same. For example, the sole stockholder will be bound to nominate and elect the Representative Directors nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election. Lastly, the Exchange believes the clarifying changes to the Exchange's Certificate, including updating the Exchange's name in the title and signature line, allows the Exchange to comply with Delaware law and reduce potential confusion. The alleviation of confusion removes impediments to, and perfects the mechanism for a free and open market and a national market system, and, in general, protects investors and the public interest of market participants. The Exchange believes 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. The proposed rule change relates to the corporate governance of the Exchange and not the operations of the Exchange. This is not a competitive filing and, therefore, imposes no burden 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 Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: A. By order approve or disapprove such proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be 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-CboeEDGX-2017-001 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-CboeEDGX-2017-001. 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-CboeEDGX-2017-001, and [[Page 56075]] should be submitted on or before December 12, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\14\ --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-25470 Filed 11-24-17; 8:45 am] BILLING CODE 8011-01-P
![56072 Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices
Internet Web site (http://www.sec.gov/ Items I, II, and III below, which Items Committee shall have the authority to
rules/sro.shtml). Copies of the have been prepared by the Exchange. nominate individuals for election as
submission, all subsequent The Commission is publishing this directors of the Corporation and such
amendments, all written statements notice to solicit comments on the other duties as prescribed by resolution
with respect to the proposed rule proposed rule change from interested of the Board.3 Additionally, if the N&G
change that are filed with the persons. Committee has two or more Industry
Commission, and all written Directors, those Industry Directors shall
communications relating to the I. Self-Regulatory Organization’s
act as the Representative Director
proposed rule change between the Statement of the Terms of Substance of
Nominating Body, which body is
Commission and any person, other than the Proposed Rule Change
responsible for the nomination of the
those that may be withheld from the The Exchange proposes to amend its Representative Directors. If however,
public in accordance with the governance documents with respect to there are less than two Industry
provisions of 5 U.S.C. 552, will be changes relating to its director Directors on the N&G Committee, then
available for Web site viewing and nomination and committee appointment the Exchange Member Subcommittee of
printing in the Commission’s Public process and its Nominating and the Advisory Board shall act as the
Reference Room, 100 F Street NE., Governance Committee. Representative Director Nominating
Washington, DC 20549, on official The text of the proposed rule change Body.4 The N&G Committee is bound to
business days between the hours of is available at the Exchange’s Web site accept and nominate the Representative
10:00 a.m. and 3:00 p.m. Copies of the at www.bats.com, at the principal office Director nominees recommended by the
filing also will be available for of the Exchange, and at the Representative Director Nominating
inspection and copying at the principal Commission’s Public Reference Room. Body or, in the event of a petition
office of the Exchange. All comments candidate, the Representative Director
II. Self-Regulatory Organization’s
received will be posted without change. nominees who receive the most votes
Statement of the Purpose of, and
Persons submitting comments are pursuant to a Run-off Election.5
Statutory Basis for, the Proposed Rule
cautioned that we do not redact or edit Pursuant to Section 3.1 of the Bylaws,
Change
personal identifying information from the N&G Committee is also responsible
comment submissions. You should In its filing with the Commission, the for determining whether a director
submit only information that you wish Exchange included statements candidate satisfies the applicable
to make available publicly. All concerning the purpose of and basis for qualifications for election as a director,
submissions should refer to File the proposed rule change and discussed and the decision of the N&G Committee,
Number SR–C2–2017–030, and should any comments it received on the subject to review, if any, by the Board,
be submitted on or before December 12, proposed rule change. The text of these is final.
2017. statements may be examined at the The Exchange first proposes to
For the Commission, by the Division of places specified in Item IV below. The eliminate its N&G Committee and
Trading and Markets, pursuant to delegated Exchange has prepared summaries, set amend the process by which Directors
authority.17 forth in sections A, B, and C below, of are nominated and elected. Specifically,
Eduardo A. Aleman, the most significant aspects of such the Exchange proposes to provide that
Assistant Secretary. statements. the sole stockholder of the exchange
[FR Doc. 2017–25466 Filed 11–24–17; 8:45 am] A. Self-Regulatory Organization’s shall nominate and elect directors for
BILLING CODE 8011–01–P Statement of the Purpose of, and the nomination at the annual meeting of the
Statutory Basis for, the Proposed Rule stockholder, except with respect to fair-
Change representation directors
SECURITIES AND EXCHANGE (‘‘Representative Directors’’) as
COMMISSION 1. Purpose described below. The Exchange notes
[Release No. 34–82126; File No. SR– The Exchange proposes to amend its that another Exchange similarly does
CboeEDGX–2017–001] Bylaws and Certificate. Specifically the not maintain an exchange-level
Exchange proposes to eliminate its nominating committee and instead
Self-Regulatory Organizations; Cboe Nominating and Governance Committee provides that the sole stockholder of the
EDGX Exchange, Inc.; Notice of Filing (‘‘N&G Committee’’), as well as amend Exchange nominates and elects their
of a Proposed Rule Change Relating to the process by which (i) directors are non-fair representation Directors.6 With
Its Director Nomination and Committee elected, (ii) committee appointments are respect to the nomination of
Appointment Process and Its made and (iii) vacancies are filled. Representative Directors, the Exchange
Nominating and Governance Additionally, the Exchange proposes to proposes to amend the definition of
Committee make other technical, non-substantive ‘‘Representative Director Nominating
changes. Body’’ and provide that if the Board has
November 20, 2017.
two or more Industry Directors,
Pursuant to Section 19(b)(1) of the Elimination of Nominating and
excluding directors that are exchange
Securities Exchange Act of 1934 (the Governance Committee
employees, those Industry Directors
‘‘Act’’),1 and Rule 19b–4 thereunder,2 (a) Nomination of Directors
notice is hereby given that on November 3 Article Fifth, subparagraph (c) of the Certificate
asabaliauskas on DSKBBXCHB2PROD with NOTICES
14, 2017, Cboe EDGX Exchange, Inc. By way of background, Section 4.3 of
also provides that the N&G Committee nominates
(the ‘‘Exchange’’ or ‘‘EDGX’’) filed with the Bylaws provides, among other persons for election as directors.
the Securities and Exchange things, that the Exchange N&G 4 See Sections 1.1(j) and 4.3 of the Bylaws.
Commission (the ‘‘Commission’’) the Committee shall consist of at least five Section 3.2 of the Bylaws sets forth a detailed
directors that are majority Non-Industry process for the nomination and selection of fair
proposed rule change as described in representation directors for the Board of Directors.
Directors and are appointed by the 5 See Sections 3.1 and 3.2 of the Bylaws and
17 17 CFR 200.30–3(a)(12). Board on the recommendation of the Article Fifth, subparagraph (c) of the Certificate.
1 15 U.S.C. 78s(b)(1). N&G Committee. Section 4.3 of the 6 See Section 3.02 of the Amended and Restated
2 17 CFR 240.19b–4. Bylaws also provides that the N&G NYSE Arca, Inc. Bylaws.
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![Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices 56075
should be submitted on or before the most significant aspects of such necessary for Rule 713 which discusses
December 12, 2017. statements. priority.
For the Commission, by the Division of A. Self-Regulatory Organization’s B. Self-Regulatory Organization’s
Trading and Markets, pursuant to delegated Statement on Burden on Competition
Statement of the Purpose of, and the
authority.14
Statutory Basis for, the Proposed Rule The Exchange does not believe that
Eduardo A. Aleman,
Change the proposed rule change will impose
Assistant Secretary.
1. Purpose any burden on competition not
[FR Doc. 2017–25470 Filed 11–24–17; 8:45 am]
necessary or appropriate in furtherance
BILLING CODE 8011–01–P
The Exchange previously filed a rule of the purposes of the Act. This
change to amend the All-Or-None Order proposal seeks to delete rule text which
so that it may only be entered into the is unnecessary and may lead to
SECURITIES AND EXCHANGE
trading system with a time-in-force confusion. All-Or-None Orders do not
COMMISSION
designation of Immediate-Or-Cancel.3 rest on the order book and do not
[Release No. 34–82130; File No. SR–ISE– Previously, an All-Or-None Order was a allocate differently than any other
2017–99] limit or market order that is to be incoming order.
Self-Regulatory Organizations; Nasdaq executed in its entirety or not at all. It C. Self-Regulatory Organization’s
ISE, LLC; Notice of Filing and was designated as a market or limit Statement on Comments on the
Immediate Effectiveness of Proposed order with any time-in-force Proposed Rule Change Received From
Rule Change Relating to All-Or-None designation. The Exchange filed to limit Members, Participants, or Others
Orders All-Or-None Orders to only be accepted
with a time-in-force designation of No written comments were either
Immediate-Or-Cancel.4 Today, an solicited or received.
November 20, 2017.
Pursuant to Section 19(b)(1) of the Immediate-Or-Cancel Order is a limit III. Date of Effectiveness of the
Securities Exchange Act of 1934 order that is to be executed in whole or Proposed Rule Change and Timing for
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 in part upon receipt. Any portion not so Commission Action
notice is hereby given that on November executed is to be treated as cancelled. At Because the proposed rule change
13, 2017, Nasdaq ISE, LLC (‘‘ISE’’ or that time, the Exchange also proposed to does not (i) significantly affect the
‘‘Exchange’’) filed with the Securities amend Supplementary Material .02 to protection of investors or the public
and Exchange Commission Rule 713 to make clear that All-Or-None interest; (ii) impose any significant
(‘‘Commission’’) the proposed rule Orders will only be accepted with a burden on competition; and (iii) become
change as described in Items I and II, time-in-force designation of Immediate- operative for 30 days from the date on
below, which Items have been prepared Or-Cancel and, therefore, would not which it was filed, or such shorter time
by the Exchange. The Commission is persist in the Order Book.5 as the Commission may designate if
publishing this notice to solicit The Exchange proposes at this time to consistent with the protection of
comments on the proposed rule change remove Supplementary Material .02 to investors and the public interest, the
from interested persons. Rule 713 as unnecessary as All-Or-None proposed rule change has become
I. Self-Regulatory Organization’s Orders do not rest on the Order Book. effective pursuant to Section 19(b)(3)(A)
Statement of the Terms of Substance of of the Act 8 and Rule 19b–4(f)(6)
2. Statutory Basis thereunder.9
the Proposed Rule Change
The Exchange believes that its A proposed rule change filed under
The Exchange proposes to amend Rule 19b–4(f)(6) 10 normally does not
Rule 713 to delete Supplementary proposal is consistent with Section 6(b)
of the Act,6 in general, and furthers the become operative for 30 days after the
Material .02, which no longer is date of filing. However, pursuant to
applicable. objectives of Section 6(b)(5) of the Act,7
in particular, in that it is designed to Rule 19b–4(f)(6)(iii),11 the Commission
The text of the proposed rule change
promote just and equitable principles of may designate a shorter time if such
is available on the Exchange’s Web site
trade, to remove impediments to and action is consistent with the protection
at www.ise.com, at the principal office
perfect the mechanism of a free and of investors and the public interest. The
of the Exchange, and at the
open market and a national market Exchange has asked the Commission to
Commission’s Public Reference Room.
system, and, in general to protect waive the 30-day operative delay so that
II. Self-Regulatory Organization’s investors and the public interest the proposal may become operative
Statement of the Purpose of, and because the current notation in immediately upon filing. The
Statutory Basis for, the Proposed Rule Supplementary Material .02 to Rule 713 Commission believes that waiving the
Change is confusing and unnecessary. All-Or- 30-day operative delay is consistent
In its filing with the Commission, the None Orders do not rest on the order with the protection of investors and the
Exchange included statements book and do not allocate differently public interest as it will allow the
concerning the purpose of and basis for than any other incoming order therefore Exchange to immediately delete
the proposed rule change and discussed no specific mention of this order type is 8 15 U.S.C. 78s(b)(3)(A).
any comments it received on the 9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
asabaliauskas on DSKBBXCHB2PROD with NOTICES
proposed rule change. The text of these 3 See Securities Exchange Act Release No. 80432
4(f)(6)(iii) requires the Exchange to give the
statements may be examined at the (April 11, 2017), 82 FR 18191 (April 17, 2017) (SR– Commission written notice of the Exchange’s intent
places specified in Item IV below. The ISE–2017–03) (Order Approving Proposed Rule to file the proposed rule change, along with a brief
Change, As Modified by Amendment No. 1, To description and text of the proposed rule change,
Exchange has prepared summaries, set Amend Various Rules in Connection with a System at least five business days prior to the date of filing
forth in sections A, B, and C below, of Migration to Nasdaq INET Technology). of the proposed rule change, or such shorter time
4 Id.
as designated by the Commission. The Exchange
14 17 CFR 200.30–3(a)(12). 5 Id. has satisfied this requirement.
1 15 U.S.C. 78s(b)(1). 6 15 U.S.C. 78f(b). 10 17 CFR 240.19b–4(f)(6).
2 17 CFR 240.19b–4. 7 15 U.S.C. 78f(b)(5). 11 17 CFR 240.19b–4(f)(6)(iii).
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Document Created: 2017-11-25 01:08:42
Document Modified: 2017-11-25 01:08:42
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 56072 |
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