
[Federal Register Volume 77, Number 6 (Tuesday, January 10, 2012)]
[Notices]
[Page 1536]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-184]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66097; File No. SR-Phlx-2011-149]


 Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Order 
Approving Proposed Rule Change To Delete Exchange Rule 795 ``Member 
Officer or Director''

January 4, 2012.

I. Introduction

    On November 3, 2011, NASDAQ OMX PHLX LLC (``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 delete Exchange 
Rule 795 ``Member Officer or Director.'' The proposed rule change was 
published in the Federal Register on November 21, 2011.\3\ The 
Commission received no comments on the proposal. 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. 65745 (November 14, 
2011), 76 FR 72018.
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II. Description of Proposal

    The Exchange proposes to delete current Exchange Rule 795 ``Member 
Officer or Director.'' Exchange Rule 795 provides that a member of the 
Exchange shall not be an officer or director of, or own or control, 
directly or indirectly, a substantial interest in a corporation engaged 
in the securities business which is not a member organization of the 
Exchange, except with the written permission of the Exchange.

III. Commission Findings and Discussion

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of Section 6 of the Act,\4\ 
and the rules and regulations thereunder applicable to a national 
securities exchange. In particular, the Commission finds that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\5\ 
which requires, among other things, that the rules of the exchange 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.\6\
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    \4\ 15 U.S.C. 78f.
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ 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).
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    The Exchange represented that Exchange Rule 795 was adopted prior 
to the Exchange's demutualization in 2004 and that, prior to 
demutualization there may have been an interest in the Exchange being 
notified of, and approving, a member's role in another entity. The 
Exchange further represented that it has not utilized Exchange Rule 795 
in over 10 years and does not believe that the Exchange should be in a 
position to control an Exchange member's role in another entity.
    The Commission believes that the proposal should clarify the 
Exchange's rulebook by removing an outdated and unused rule. Further, 
the Commission believes that deletion of Exchange Rule 795 could allow 
Exchange members to conduct transactions with regard to other 
corporations engaged in the securities business which are not Exchange 
member organizations more expeditiously. Accordingly, the Commission 
finds that the proposal would promote just and equitable principles of 
trade and remove impediments to and perfect the mechanism of a free and 
open market, and is consistent with the requirements of the Act.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\7\ that the proposed rule change (SR-Phlx-2011-149) be, and it 
hereby is, approved.
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    \7\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-184 Filed 1-9-12; 8:45 am]
BILLING CODE 8011-01-P


