
[Federal Register: April 22, 2008 (Volume 73, Number 78)]
[Notices]               
[Page 21681-21682]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr22ap08-87]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57672; File No. SR-NYSE-2008-28]

 
Self-Regulatory Organizations: New York Stock Exchange LLC; 
Notice of Filing and Order Granting Accelerated Approval of Proposed 
Rule Change Amending NYSE Rule 472 (Communications With the Public)

April 16, 2008.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on April 11, 2008, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been substantially prepared by the 
Exchange. 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.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 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 proposes to amend, retroactively effective to April 7, 
2008, NYSE Rule 472 (Communications with the Public) concerning member 
organization disclosure and supervisory review obligations when 
distributing or making available third-party research reports. The 
proposed rule change conforms NYSE's version of Rule 472 to approved 
amendments filed by the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') to its incorporated version of NYSE Rule 472. The text of 
the proposed rule change is available on the Exchange's Web site 
(http://www.nyse.com), at 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. The 
text of those statements may be examined at the places specified in 
Item III 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On July 30, 2007, NASD and NYSE Regulation, Inc. consolidated their 
member firm regulation operations into a combined organization, 
FINRA.\4\ Pursuant to FINRA's new regulatory responsibilities, FINRA 
amended FINRA's incorporated NYSE Rule 472 regarding member 
organization disclosure and supervisory review obligations when 
distributing or making available third-party research reports.\5\ In 
order to maintain Rule 472 as a Common Rule, the NYSE proposes to amend 
its version of the Rule to conform to the recently approved changes to 
FINRA's incorporated NYSE Rule 472. The effective date of the proposed 
rule change is April 7, 2008, which is the operative date of FINRA's 
identical amendments to its incorporated version of NYSE Rule 472.
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    \4\ Pursuant to Rule 17d-2 under the Act, NYSE, NYSE Regulation, 
Inc., and NASD entered into an agreement (the ``Agreement'') to 
reduce regulatory duplication for firms that are members of FINRA 
and also members of NYSE on or after July 30, 2007 (``Dual 
Members''), by allocating to FINRA certain regulatory 
responsibilities for selected NYSE rules. The Agreement includes a 
list of all of those rules (``Common Rules'') for which FINRA has 
assumed regulatory responsibilities. See Securities Exchange Act 
Release No. 56148 (July 26, 2007), 72 FR 42146 (August 1, 2007) 
(File No. 4-544) (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. 56417 
(July 26, 2007), 72 FR 42166 (August 1, 2007) (SR-NASD-2007-054) 
(Notice of Filing and Order Granting Accelerated Approval of 
Proposed Rule Change to Incorporate Certain NYSE Rules Relating to 
Member Firm Conduct). Paragraph 2(b) of the 17d-2 Agreement sets 
forth procedures regarding proposed changes by either NYSE or FINRA 
to the substance of any of the Common Rules.
    \5\ See Securities Exchange Act Release No. 57279 (February 6, 
2008), 73 FR 8089 (February 12, 2008) (SR-FINRA-2007-011).
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
and furthers the objectives of Section 6(b)(5) of the Act,\6\ in that 
it is designed to prevent fraudulent and manipulative acts and 
practices, 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.
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    \6\ 15 U.S.C. 78f(b)(5).

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[[Page 21682]]

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 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

    No written comments were solicited or received with respect to the 
proposed rule change.

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-NYSE-2008-28 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-NYSE-2008-28. This file 
number should be included on the subject line if e-mail 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 inspection and 
copying in the Commission's Public Reference Room, 100 F Street, NE., 
Washington, DC 20549-1090, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of the filing will also be available for 
inspection and copying at the NYSE's principal office and on its 
Internet Web site at http://www.nyse.com. 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-NYSE-2008-28 and should be submitted on 
or before May 13, 2008.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange.\7\ In 
particular, the Commission finds that the proposed rule change is 
consistent with Section 6(b)(5) of the Act,\8\ which requires, among 
other things, that the Exchange's rules be designed to prevent 
fraudulent and manipulative acts and practices, 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.
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    \7\ In approving this proposal, the Commission has considered 
its impact on efficiency, competition, and capital formation. See 15 
U.S.C. 78c(f).
    \8\ 15 U.S.C. 78f(b)(5).
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    The proposed rule change would make the Exchange's NYSE Rule 472 
identical to the version that FINRA administers. The FINRA version was 
approved by the Commission.\9\ The Commission also believes that the 
proposed rule change comports with the provisions of the 17d-2 
Agreement, as approved by the Commission. In this Agreement, FINRA and 
NYSE agreed to promptly propose conforming changes, absent a 
disagreement about the substance of a proposed rule change, to ensure 
that such rules continue to be Common Rules as defined in the 
Agreement. In this regard, the Commission believes it is appropriate 
for the proposed rule to be effective retroactively as of April 7, 
2008, which is the date FINRA's identical amendments became 
effective.\10\
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    \9\ See supra note 5.
    \10\ FINRA Regulatory Notice 08-16 (April 2008).
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    The Commission finds good cause, consistent with Section 19(b)(2) 
of the Act,\11\ for approving this proposed rule change before the 
thirtieth day after publication of notice thereof in the Federal 
Register. This approval allows the proposed rule change to take effect 
without delay. FINRA's change to its version of NYSE Rule 472 was 
published for comment and approved by the Commission.\12\ Interested 
persons were provided the opportunity to submit comments on rule text 
that is identical to the Exchange's proposal, and FINRA responded to 
those comments that were received. The Commission believes that the 
Exchange's proposal raises no new regulatory or substantive issues.
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    \11\ 15 U.S.C. 78s(b)(2).
    \12\ See supra note 5.
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\13\ that the proposed rule change (SR-NYSE-2008-28), be, and it 
hereby is, approved on an accelerated basis.
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    \13\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-8602 Filed 4-21-08; 8:45 am]

BILLING CODE 8010-01-P
