
[Federal Register: January 22, 2010 (Volume 75, Number 14)]
[Notices]               
[Page 3771-3772]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr22ja10-93]                         


[[Page 3771]]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61360; File No. SR-NYSEAMEX-2010-03]

 
Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending Rule 452--
NYSE Amex Equities and Section 723 of the NYSE Amex Company Guide To 
Insert a Date (January 1, 2010) That Was Inadvertently Omitted in a 
Previous Rule Change

January 14, 2010.
    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 January 8, 2010, NYSE Amex LLC (``Exchange'' or ``NYSE Amex'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the self-regulatory organization. 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 Rule 452--NYSE Amex Equities and 
Section 723 of the NYSE Amex Company Guide (the ``Company Guide''). The 
text of the proposed rule change is available at the Exchange, at the 
Commission's Public Reference Room, on the Commission's Web site at 
http://www.sec.gov, and on the Exchange's Web site at http://
www.nyse.com.

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 self-regulatory organization 
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 those 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 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 January 5, 2010, the Commission issued a release pursuant to 
Section 19(b)(1) \3\ of the Securities Exchange Act of 1934 (the 
``Act'') and Rule 19b-4 \4\ thereunder declaring immediate 
effectiveness of a rule change proposed by the Exchange to eliminate 
broker discretionary voting for the election of directors.\5\ 
Specifically, the language of Rule 452--NYSE Amex Equities and Section 
723 of the Company Guide was revised to add the election of directors 
to a list of specific non-routine matters as to which a member 
organization may not give a proxy to vote without instructions from 
beneficial owners. That rule change was identical to a rule change 
filed by the New York Stock Exchange (``NYSE'') and approved by the 
Commission on July 1, 2009.\6\ The Form 19b-4 for the earlier Exchange 
filing stated that, ``The proposed amendment will be applicable to 
proxy voting for shareholder meetings held on or after January 1, 
2010.'' In requesting the Commission to waive the 30-day delayed 
operative date for that earlier filing, the Exchange also noted ``that 
the NYSE's new rules will be applicable to shareholder meetings held on 
or after January 1, 2010 and believes that its proposed rule change 
should be operative no later than that date to conform to the 
Commission's mandate to eliminate any disparities involving voting.''
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78s(b)(1).
    \4\ 17 CFR 240.19b-4.
    \5\ See Securities Exchange Act Release No. 34-61292 (January 5, 
2010), 75 FR 1664 (January 12, 2010) (notice of filing and immediate 
effectiveness of SR-NYSEAmex-2009-93) (``Notice of Filing'').
    \6\ See Securities Exchange Act Release No. 34-60215 (July 1, 
2009), 74 FR 33293 (July 10, 2009) (SR-NYSE-2006-92) (``NYSE 
Approval Order'').
---------------------------------------------------------------------------

    While the proposed January 1, 2010 operative date of the Exchange's 
prior rule text change was correctly identified in the Form 19b-4 for 
that rule filing, it was inadvertently left out of the related Exhibit 
5. Instead, the general phrase ``insert effective date'' was left in 
the text in the two places where the specific operative date should 
have been inserted. Consequently, the Exchange is making this 
``cleanup'' filing so that the operative date of January 1, 2010 that 
was accurately described in the earlier Form 19b-4 and in the Notice of 
Filing is reflected in the rule text of Rule 452--NYSE Amex Equities 
and Section 723 of the Company Guide as well.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(5)\7\ that an exchange have rules 
that are 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, in general, to protect investors and the public interest. The 
proposed correction would protect investors and the public interest by 
eliminating any potential confusion to investors and others that might 
result from leaving the current generalized reference to the effective 
date in the text of the Exchange's rules.
---------------------------------------------------------------------------

    \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 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. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
Because the 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) by its terms, become 
operative prior to 30 days from the date on which it was filed, or such 
shorter time as the Commission may designate, if consistent with the 
protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) \10\ of the 
Act and Rule 19b-4(f)(6)(iii) thereunder.\11\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-
4(f)(6)(iii) requires the Exchange to give the Commission written 
notice of the Exchange's intent to file the proposed rule change, 
along with a brief description and text of 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 Commission has waived the pre-filing requirement in 
this case.

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

[[Page 3772]]

    A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\13\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has 
requested the Commission to waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing. In making 
this request, the Exchange stated that waiver of this period will 
permit the text of the Exchange's rules to exactly match the 
corresponding text of the NYSE's rules as soon as possible and will 
eliminate any potential confusion to investors and others that might 
result from the more generalized reference to the effective date of the 
new rule that is in the current rule text.
---------------------------------------------------------------------------

    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    The Commission believes that the waiver of the 30-day operative 
delay period is consistent with the protection of investors and the 
public interest.\14\ The proposal would correctly insert the effective 
date, as described in the Exchange's prior proposed rule change, into 
the text of the Exchange's rules to ensure that investors and issuers 
are aware that the Exchange's rule is operative on the same date as 
NYSE's rule change. Based on the foregoing, the Commission deems the 
proposal operative upon filing.
---------------------------------------------------------------------------

    \14\ For purposes only of waiving the operative delay for this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily abrogate such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.

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 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-NYSEAmex-2010-03 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEAmex-2010-03. 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, 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 the Exchange. 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-NYSEAmex-2010-03 and should 
be submitted on or before February 12, 2010.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-1144 Filed 1-21-10; 8:45 am]
BILLING CODE 8011-01-P

