
[Federal Register Volume 76, Number 23 (Thursday, February 3, 2011)]
[Notices]
[Page 6167]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-2353]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63792; File No. SR-NYSE-2010-77]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Approving Proposed Rule Change, as Modified by Amendment No. 1, in 
Connection With the Proposal of NYSE Euronext To Eliminate the 
Requirement of an 80% Supermajority Vote To Amend or Repeal Section 3.1 
of its Bylaws

January 28, 2011.
    On November 30, 2010, the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend the Bylaws of its parent corporation, 
NYSE Euronext (``Corporation''). On December 3, 2010, the Exchange 
filed Amendment No. 1 to the proposed rule change. The proposed rule 
change was published for comment in the Federal Register on December 
17, 2010.\3\ The Commission received no comment letters on the proposed 
rule change. This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 63532 (December 13, 
2010), 75 FR 79060.
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    On behalf of the Corporation, NYSE proposed to amend the 
Corporation's Bylaws to eliminate the requirement that the affirmative 
vote of the holders of not less than 80% of the votes entitled to be 
cast by the holders of the outstanding capital stock of the Corporation 
entitled to vote generally in the election of directors is necessary 
for the stockholders to amend or repeal Article III, Section 3.1 of the 
Bylaws relating to the general powers of the Board of Directors of the 
Corporation (``Board''). Section 3.1 provides that the number of 
directors on the Board shall be fixed and changed from time to time 
exclusively by the Board pursuant to a resolution adopted by two-thirds 
of the directors then in office. The Exchange stated that the 
elimination of this 80% ``supermajority'' voting provision as it 
relates to Article III, Section 3.1 would have the effect that only a 
majority of the same number of votes entitled to be cast will be 
required to amend or repeal this section of the Corporation's Bylaws. 
The Exchange noted that it believes that the proposed rule change will 
permit the Corporation to respond to a stockholder proposal requesting 
that the Corporation implement a simple majority voting standard to 
amend its Certificate of Incorporation and Bylaws.
    After careful review, 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.\4\ 
In particular, the Commission finds that the proposed rule change is 
consistent with Section 6(b)(1) of the Act,\5\ which requires an 
exchange to be so organized and have the capacity to carry out the 
purposes of the Act and to comply and to enforce compliance by its 
members and persons associated with its members with the Act. The 
Commission also finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\6\ which requires that the rules of the 
exchange be designed, among other things, 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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    \4\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \5\ 15 U.S.C. 78(b)(1).
    \6\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposed rule change to amend the 
Corporation's Bylaws to eliminate the 80% supermajority requirement to 
amend or repeal Article III, Section 3.1 of the Bylaws in favor of a 
simple majority vote standard is consistent with the Act. The 
Commission believes that the proposed rule change is designed to allow 
changes to Article III, Section 3.1 of the Corporation's Bylaws to be 
made in a manner that reflects the desires of the Corporation's 
shareholders.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (SR-NYSE-2010-77), as modified by 
Amendment No. 1, be, and it hereby is, approved.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
Elizabeth M. Murphy,
Secretary.
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    \7\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2011-2353 Filed 2-2-11; 8:45 am]
BILLING CODE 8011-01-P


