

[Federal Register: November 14, 2007 (Volume 72, Number 219)]
[Notices]               
[Page 64098-64099]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr14no07-86]                         


[[Page 64098]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56751; File No. SR-FINRA-2007-019]

 
Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Order Granting Accelerated 
Approval of Proposed Rule Change Relating to NYSE Rule 2

November 6, 2007.
    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 October 25, 2007, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc. 
(``NASD'')) filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been substantially prepared by FINRA.\3\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons and is simultaneously 
approving the proposal on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ On July 26, 2007, the Commission approved a proposed rule 
change filed by NASD to amend NASD's Certificate of Incorporation to 
reflect its name change to the Financial Industry Regulatory 
Authority, Inc., or FINRA, in connection with the consolidation of 
the member firm regulatory functions of NASD and NYSE Regulation, 
Inc. (``NYSE Regulation''). See Securities Exchange Act Release No. 
56146 (July 26, 2007), 72 FR 42190 (August 1, 2007).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to amend the definition of ``member 
organization'' in FINRA's NYSE Rule 2(b)\4\ to reflect that FINRA 
membership is a condition of being an NYSE member organization. The 
proposed rule change conforms FINRA's NYSE Rule 2(b) to a recently 
approved rule change by the NYSE to its version of Rule 2(b).\5\ The 
text of the proposed rule change is available at FINRA, the 
Commission's Public Reference Room, and http://www.finra.org.

---------------------------------------------------------------------------

    \4\ FINRA has incorporated into its rulebook certain rules of 
the New York Stock Exchange, LLC (``NYSE''), including NYSE Rule 2. 
This incorporated NYSE rule applies solely to those members of FINRA 
that are also members of NYSE on or after July 30, 2007 (``Dual 
Members''), until such time as FINRA adopts a consolidated rulebook 
applicable to all of its members. The incorporated NYSE rules apply 
to the same categories of persons to which they applied as of July 
30, 2007. In applying the incorporated NYSE rules to Dual Members, 
FINRA also has incorporated the related interpretive positions set 
forth in the NYSE Rule Interpretations Handbook and NYSE Information 
Memos.
    \5\ See Securities Exchange Act Release No. 56654 (October 12, 
2007), 72 FR 59129 (October 18, 2007) (Order Approving Proposed Rule 
Change Relating to NYSE Rule 2; File No. SR-NYSE-2007-67) (``Release 
No. 34-56654'').
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, FINRA 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 III below. FINRA 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
    On July 30, 2007, NASD and NYSE Regulation consolidated their 
member firm regulation operations into a combined organization, FINRA. 
To enable FINRA to meet its new regulatory responsibilities, the NYSE 
amended NYSE Rule 2(b) to require FINRA membership as a condition of 
being an NYSE member organization. The proposed rule change would make 
a conforming change to FINRA's NYSE Rule 2(b).\6\
---------------------------------------------------------------------------

    \6\ Pursuant to Rule 17d-2 under the Act, 17 CFR 240.17d-2, 
NASD, NYSE, and NYSE Regulation, Inc. entered into an agreement 
(``Agreement'') to reduce regulatory duplication for firms that are 
Dual Members by allocating certain regulatory responsibilities for 
selected NYSE rules from NYSE Regulation to FINRA. The Agreement 
includes a list of all of those rules (``Common Rules'') for which 
FINRA has assumed examination, enforcement and surveillance 
responsibilities under the Agreement relating to compliance by Dual 
Members to the extent that such responsibilities involve member firm 
regulation. See Securities Exchange Act Release No. 56148 (July 26, 
2007) 72 FR 42146 (August 1, 2007) (Notice of Filing and Order 
Approving and Declaring Effective a Plan for the Allocation of 
Regulatory Responsibilities). The Common Rules are the same NYSE 
rules that FINRA has incorporated into its rulebook. See Securities 
Exchange Act Release No. 56147 (July 26, 2007), 72 FR 42166 (August 
1, 2007) (Notice of Filing and Order Granting Accelerated Approval 
of Proposed Rule Change to Incorporate Certain NYSE Rules Relating 
to Member Firm Conduct) (File No. SR-NASD-2007-054). Paragraph 2(b) 
of the Agreement sets forth procedures regarding proposed changes by 
either NYSE or FINRA to the substance of any of the Common Rules.
---------------------------------------------------------------------------

    The effective date of the proposed rule change is October 12, 2007, 
which is the effective date of the NYSE's identical amendments to NYSE 
Rule 2(b), as recently approved by the Commission.\7\
---------------------------------------------------------------------------

    \7\ See Release No. 34-56654, supra note 5. The Commission notes 
that, under the recent amendment to NYSE Rule 2(b), NYSE-only member 
organizations are provided a 60-day grace period within which they 
must apply for and be approved for FINRA membership.
---------------------------------------------------------------------------

2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of section 15A(b)(6) of the Act,\8\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. FINRA believes that the proposed rule change serves to 
further the consolidation of the member firm regulation functions of 
NASD and NYSE Regulation.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
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

    Written comments were neither solicited nor received.

III. 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 e-mail to rule-comments@sec.gov. Please include 

File Number SR-FINRA-2007-019 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2007-019. This 
file number should be included on the subject line if e-mail is used. 
To help the

[[Page 64099]]

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 inspection and copying in the 
Commission's Public Reference Room, 100 F Street, NE., Washington, DC 
20549, on official business days between the hours of 10 a.m. and 3 
p.m. Copies of such filing also will be available for inspection and 
copying at the principal office of FINRA. 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-FINRA-2007-019 and should be submitted 
on or before December 5, 2007.

IV. Commission Findings

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the Act and the rules and regulations 
thereunder applicable to a national securities association.\9\ 
Specifically, the Commission believes that the proposed rule change is 
consistent with section 15A(b)(6) of the Act \10\ in that it is 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, and, in general, to 
protect investors and the public interest.
---------------------------------------------------------------------------

    \9\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. 15 U.S.C. 78c(f).
    \10\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

    The proposed rule change amends the version of NYSE Rule 2(b) that 
was incorporated into FINRA's rulebook as part of the consolidation of 
the member firm regulatory consolidation between NASD and NYSE. The 
Commission notes that the proposed rule change would make FINRA's NYSE 
Rule 2(b) identical to the version of NYSE Rule 2(b) in the NYSE 
rulebook that recently was amended and approved by the Commission.\11\ 
In addition, the Commission believes that the proposed rule change 
comports with the provision of the 17d-2 Agreement, as approved by the 
Commission, in which FINRA and NYSE agreed to promptly propose 
conforming changes, absent a disagreement about the substance of a 
proposed rule change to one of the Common Rules, to ensure that such 
rules continue to be Common Rules under the Agreement. In this regard, 
the Commission believes that it is appropriate for the proposed rule to 
be effective retroactively as of October 12, 2007, which is the date 
NYSE's amendment to NYSE Rule 2(b) was approved by the Commission.\12\
---------------------------------------------------------------------------

    \11\ See Release No. 34-56654, supra note 5.
    \12\ Id.
---------------------------------------------------------------------------

    The Commission finds good cause to approve the proposal prior to 
the thirtieth day after the proposal was published for comment in the 
Federal Register. This approval allows the proposed rule change to take 
effect without delay. The NYSE's proposed revision to NYSE Rule 2(b) 
was published for comment and approved by the Commission.\13\ 
Therefore, interested persons were provided the opportunity to submit 
comments on rule text that is identical to FINRA's proposal. For this 
reason, the Commission finds good cause, consistent with section 
19(b)(2) of the Act, to grant accelerated approval to the proposed rule 
change.
---------------------------------------------------------------------------

    \13\ Id.
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the Act, 
that the proposed rule change (SR-FINRA-2007-019) is hereby approved on 
an accelerated basis.
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\14\
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-22161 Filed 11-13-07; 8:45 am]

BILLING CODE 8011-01-P
