83 FR 28281 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 117 (June 18, 2018)

Page Range		28281-28282
FR Document		2018-12983
Federal Register, Volume 83 Issue 117 (Monday, June 18, 2018)
[Federal Register Volume 83, Number 117 (Monday, June 18, 2018)]
[Notices]
[Pages 28281-28282]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-12983]


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SECURITIES AND EXCHANGE COMMISSION


Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

Reports of Evidence of Material Violations:
    SEC File No. 270-514, OMB Control No. 3235-0572

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
(PRA) of 1995, 44 U.S.C. 3501-3520, the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collection of 
information summarized below. The Commission plans to submit the 
existing collection of information to the Office of Management and 
Budget for extension.
    On February 6, 2003, the Commission published final rules, 
effective August 5, 2003, entitled ``Standards of Professional Conduct 
for Attorneys Appearing and Practicing Before the Commission in the 
Representation of an Issuer'' (17 CFR 205.1-205.7). The information 
collection embedded in the rules is necessary to implement the 
Standards of Professional Conduct for Attorneys prescribed by the rule 
and required by Section 307 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7245). The rules impose an ``up-the-ladder'' reporting 
requirement when attorneys appearing and practicing before the 
Commission become aware of evidence of a material violation by the 
issuer or any officer, director, employee, or agent of the issuer. An 
issuer may choose to establish a qualified legal compliance committee 
(``QLCC'') as an alternative procedure for reporting evidence of a 
material violation. In the rare cases in which a majority of a QLCC has 
concluded that an issuer did not act appropriately, the information may 
be communicated to the Commission. The collection of information is, 
therefore, an important component of the Commission's program to 
discourage violations of the federal securities laws and promote 
ethical behavior of attorneys appearing and practicing before the 
Commission.
    The respondents to this collection of information are attorneys who 
appear and practice before the Commission and, in certain cases, the 
issuer, and/or officers, directors and committees of the issuer. We 
believe that, in providing quality representation to issuers, attorneys 
report evidence of violations to others within the issuer, including 
the Chief Legal Officer, the Chief Executive Officer, and, where 
necessary, the directors. In addition, officers and directors 
investigate evidence of violations and report within the issuer the 
results of the investigation and the remedial steps they have taken or 
sanctions they have imposed. Except as discussed below, we therefore 
believe that the reporting requirements imposed by the rule are ``usual 
and customary'' activities that do not add to the burden that would be 
imposed by the collection of information.
    Certain aspects of the collection of information, however, may 
impose a burden. For an issuer to establish a

[[Page 28282]]

QLCC, the QLCC must adopt written procedures for the confidential 
receipt, retention, and consideration of any report of evidence of a 
material violation. We estimate for purposes of the PRA that there are 
approximately 10,712 issuers that are subject to the rules.\1\ Of 
these, we estimate that approximately 319, which is approximately 3 
percent, have established or will establish a QLCC.\2\ Establishing the 
written procedures required by the rule should not impose a significant 
burden. We assume that an issuer would incur a greater burden in the 
year that it first establishes the procedures than in subsequent years, 
in which the burden would be incurred in updating, reviewing, or 
modifying the procedures. For purposes of the PRA, we assume that an 
issuer would spend 6 hours every three-year period on the procedures. 
This would result in an average burden of 2 hours per year. Thus, we 
estimate for purposes of the PRA that the total annual burden imposed 
by the collection of information would be 638 hours. Assuming half of 
the burden hours will be incurred by outside counsel at a rate of $500 
per hour would result in a cost of $159,500.
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    \1\ This figure is based on the estimated 7,625 operating 
companies that filed annual reports on Form 10-K, Form 20-F, or Form 
40-F during the 2017 calendar year, and the estimated 3,087 
investment companies that filed periodic reports on Form N-SAR 
during that same time period.
    \2\ This estimate is based on issuer-filings made with the 
Commission between January 1, 2015 and March 18, 2018 that include a 
reference to the issuer's QLCC.
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    The estimate of average burden hours is made solely for the 
purposes of the Paperwork Reduction Act, and is not derived from a 
comprehensive or even a representative survey or study. An agency may 
not conduct or sponsor, and a person is not required to respond to, a 
collection of information unless it displays a currently valid OMB 
control number.
    Written comments are requested on: (a) Whether the collection of 
information is necessary for the proper performance of the functions of 
the Commission, including whether the information has practical 
utility; (b) the accuracy of the Commission's estimate of the burden[s] 
of the collection of information; (c) ways to enhance the quality, 
utility, and clarity of the information collected; and (d) ways to 
minimize the burden of the collection of information on respondents, 
including through the use of automated collection techniques or other 
forms of information technology.
    The public may view the background documentation for this 
information collection at the following website, www.reginfo.gov. 
Comments should be directed to: (i) Desk Officer for the Securities and 
Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10102, New Executive Office 
Building, Washington, DC 20503 or by sending an email to: 
[email protected]; and (ii) Pamela Dyson, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Candace 
Kenner, 100 F Street NE, Washington, DC 20549 or send an email to 
[email protected]. Comments must be submitted to OMB within 30 days 
of this notice.

    Dated: June 13, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12983 Filed 6-15-18; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 117 / Monday, June 18, 2018 / Notices 28281

C. Self-Regulatory Organization’s All submissions should refer to File of 1995, 44 U.S.C. 3501–3520, the
Statement on Comments on the Number SR–NYSEAMER–2018–26. This Securities and Exchange Commission
Proposed Rule Change Received From file number should be included on the (‘‘Commission’’) is soliciting comments
Members, Participants, or Others subject line if email is used. To help the on the collection of information
Commission process and review your summarized below. The Commission
No written comments were solicited
comments more efficiently, please use plans to submit the existing collection
or received with respect to the proposed of information to the Office of
only one method. The Commission will
rule change. Management and Budget for extension.
post all comments on the Commission’s
III. Date of Effectiveness of the internet website (http://www.sec.gov/ On February 6, 2003, the Commission
Proposed Rule Change and Timing for rules/sro.shtml). Copies of the published final rules, effective August 5,
Commission Action submission, all subsequent 2003, entitled ‘‘Standards of
amendments, all written statements Professional Conduct for Attorneys
Because the foregoing proposed rule Appearing and Practicing Before the
with respect to the proposed rule
change does not: (i) Significantly affect Commission in the Representation of an
change that are filed with the
the protection of investors or the public Issuer’’ (17 CFR 205.1–205.7). The
Commission, and all written
interest; (ii) impose any significant information collection embedded in the
communications relating to the
burden on competition; and (iii) become rules is necessary to implement the
proposed rule change between the
operative for 30 days after the date of Standards of Professional Conduct for
Commission and any person, other than
the filing, or such shorter time as the Attorneys prescribed by the rule and
those that may be withheld from the
Commission may designate, it has required by Section 307 of the Sarbanes-
public in accordance with the
become effective pursuant to Section Oxley Act of 2002 (15 U.S.C. 7245). The
provisions of 5 U.S.C. 552, will be
19(b)(3)(A) of the Act 21 and Rule 19b– rules impose an ‘‘up-the-ladder’’
available for website viewing and
4(f)(6) 22 thereunder. reporting requirement when attorneys
printing in the Commission’s Public
At any time within 60 days of the Reference Room, 100 F Street NE, appearing and practicing before the
filing of the proposed rule change, the Washington, DC 20549, on official Commission become aware of evidence
Commission summarily may business days between the hours of of a material violation by the issuer or
temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of the any officer, director, employee, or agent
it appears to the Commission that such filing also will be available for of the issuer. An issuer may choose to
action is necessary or appropriate in the inspection and copying at the principal establish a qualified legal compliance
public interest, for the protection of office of the Exchange. All comments committee (‘‘QLCC’’) as an alternative
investors, or otherwise in furtherance of received will be posted without change. procedure for reporting evidence of a
the purposes of the Act. If the Persons submitting comments are material violation. In the rare cases in
Commission takes such action, the cautioned that we do not redact or edit which a majority of a QLCC has
Commission shall institute proceedings personal identifying information from concluded that an issuer did not act
to determine whether the proposed rule comment submissions. You should appropriately, the information may be
should be approved or disapproved. submit only information that you wish communicated to the Commission. The
to make available publicly. All collection of information is, therefore,
IV. Solicitation of Comments
submissions should refer to File an important component of the
Interested persons are invited to Number SR–NYSEAMER–2018–26 and Commission’s program to discourage
submit written data, views, and violations of the federal securities laws
should be submitted on or before July 9,
arguments concerning the foregoing, and promote ethical behavior of
2018.
including whether the proposed rule attorneys appearing and practicing
change is consistent with the Act. For the Commission, by the Division of before the Commission.
Comments may be submitted by any of Trading and Markets, pursuant to delegated The respondents to this collection of
authority.23 information are attorneys who appear
the following methods:
Eduardo A. Aleman, and practice before the Commission
Electronic Comments Assistant Secretary. and, in certain cases, the issuer, and/or
• Use the Commission’s internet [FR Doc. 2018–12933 Filed 6–15–18; 8:45 am] officers, directors and committees of the
comment form (http://www.sec.gov/ BILLING CODE 8011–01–P issuer. We believe that, in providing
rules/sro.shtml); or quality representation to issuers,
• Send an email to rule-comments@ attorneys report evidence of violations
sec.gov. Please include File Number SR– SECURITIES AND EXCHANGE to others within the issuer, including
NYSEAMER–2018–26 on the subject COMMISSION the Chief Legal Officer, the Chief
line. Executive Officer, and, where necessary,
Submission for OMB Review; the directors. In addition, officers and
Paper Comments Comment Request directors investigate evidence of
• Send paper comments in triplicate Upon Written Request, Copies Available violations and report within the issuer
to Brent J. Fields, Secretary, Securities From: Securities and Exchange the results of the investigation and the
and Exchange Commission, 100 F Street remedial steps they have taken or
Commission, Office of FOIA Services,
NE, Washington, DC 20549–1090. sanctions they have imposed. Except as
100 F Street NE, Washington, DC
discussed below, we therefore believe
20549–2736
that the reporting requirements imposed
amozie on DSK3GDR082PROD with NOTICES1

21 15 U.S.C. 78s(b)(3)(A).
22 17
Reports of Evidence of Material Violations: by the rule are ‘‘usual and customary’’
CFR 240.19b–4(f)(6). In addition, Rule 19b– SEC File No. 270–514, OMB Control No.
4(f)(6) requires a self-regulatory organization to give activities that do not add to the burden
3235–0572
the Commission written notice of its intent to file that would be imposed by the collection
the proposed rule change at least five business days Notice is hereby given that pursuant of information.
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
to the Paperwork Reduction Act (PRA) Certain aspects of the collection of
Commission. The Exchange has satisfied this information, however, may impose a
requirement. 23 17 CFR 200.30–3(a)(12). burden. For an issuer to establish a

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Document Created: 2018-06-18 15:50:51
Document Modified: 2018-06-18 15:50:51
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		83 FR 28281