
[Federal Register Volume 79, Number 197 (Friday, October 10, 2014)]
[Notices]
[Pages 61364-61365]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-24208]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73308; File No. SR-ISE- 2014-45]


Self-Regulatory Organizations; International Securities Exchange, 
LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule 
Change To Add a Reference to Exchange Act Rule 10C-1 in the Exchange's 
Rules Concerning Unlisted Trading Privileges

October 6, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on September 22, 2014 the International Securities Exchange, LLC 
(the ``Exchange'' or the ``ISE'') filed with the Securities and 
Exchange Commission the proposed rule change, as described in Items I, 
II, and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The ISE proposes to add language to Rule 2101(a), entitled 
``Unlisted Trading Privileges,'' that will make clear that the Exchange 
will not list equity securities without first ensuring that its rules 
comply with Rule 10C-1 under the Act (``Rule 10C-1'').\3\ The text of 
the proposed rule change is available on the Exchange's Web site 
(http://www.ise.com), at the principal office of the Exchange, and at 
the Commission's Public Reference Room.
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    \3\ 17 CFR 240.10C-1.
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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 these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
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
    The Exchange is proposing to add language to Rule 2101(a), which 
will clarify the fact that the Exchange will not list equity securities 
without first ensuring that Exchange Rules comply with Rule 10C-1, as 
described below.\4\
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    \4\ Id.
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    On March 30, 2011, to implement Section 10C of the Act,\5\ as added 
by Section 952 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act of 2010 (``Dodd-Frank Act''),\6\ the Commission proposed 
Rule 10C-1 under the Act,\7\ which directs each national securities 
exchange to prohibit the listing of any equity security of any issuer, 
with certain exceptions, that does not comply with the rule's 
requirements regarding compensation committees of listed issuers and 
related requirements regarding compensation advisers. On June 20, 2012, 
the Commission adopted Rule 10C-1.\8\ Rule 10C-1 obligates the Exchange 
to establish listing standards that require each member of a listed 
issuer's compensation committee to be a member of the issuer's board 
and to be independent, as well as establish certain factors that an 
issuer must consider when evaluating the independence of a director.\9\ 
Rule 10C-1 also requires the Exchange to establish standards for 
evaluating the independence of a compensation consultant, legal 
counsel, or other adviser (``Compensation Consultant'') and requires a 
Company to provide funding to a compensation committee to retain such 
Compensation Consultant.\10\
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    \5\ 15 U.S.C. 78j-3.
    \6\ Public Law 111-203, 124 Stat. 1900 (2010).
    \7\ See Securities Act Release No. 9199, Securities Exchange Act 
Release No. 64149 (March 30, 2011), 76 FR 18966 (April 6, 2011) 
(``Rule 10C-1 Proposing Release'').
    \8\ See Securities Act Release No. 9330, Securities Exchange Act 
Release No. 67220 (June 20, 2012), 77 FR 38422 (June 27, 2012) 
(``Rule 10C-1 Adopting Release'').
    \9\ 17 CFR 240.10C-1.
    \10\ Id.
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    The Exchange does not currently list any equity securities as a 
primary listing market. Consistent with this fact, Exchange Rule 
2101(a) currently states that all equity securities traded on the ISE 
Stock Exchange \11\ are traded pursuant to unlisted trading privileges 
and that the Exchange will not list any such securities before first 
filing and obtaining Commission approval of rules that incorporate 
qualitative listing criteria and comply with Rule 10A-3 under the 
Act.\12\ To make clear the Exchange's intention to comply with the 
requirements of Rule 10C-1, the Exchange proposes to amend Rule 2101(a) 
to state that no equity securities will be listed on the ISE Stock 
Exchange until Exchange Rules have been amended to also comply with 
Rule 10C-1. Because the Exchange does not presently list any equity 
securities, the Exchange does not believe it is necessary to make any 
further amendments in response Section 952 of the Dodd-Frank Act at 
this time.
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    \11\ The ISE Stock Exchange is the Exchange's facility for 
trading equity securities.
    \12\ 17 CFR 240.10A-3.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with the 
requirements of the Act and the rules and regulations thereunder that 
are applicable to a national securities exchange, and, in particular, 
with the requirements of Section 6(b) of the Act.\13\ Specifically, the 
proposal is consistent with Section 6(b)(5) of the Act,\14\ which 
requires exchange rules to promote just and equitable principles of 
trade, remove impediments to, and perfect the mechanism of, a free and 
open market and a national market system, and, in general, protect 
investors and the public interest. The Exchange believes the proposed 
rule change fulfills these requirements because it will add language to 
Rule 2101(a) that clarifies the fact that the Exchange will not list 
equity securities without first ensuring that its rules comply with 
Rule 10C-1, which implements Section 10C of the Act.\15\
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
    \15\ 15 U.S.C. 78j-3.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes the proposal is consistent with Section 
6(b)(8) of the Act \16\ in that it does not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The Exchange notes that the proposed rule

[[Page 61365]]

change will merely clarify the fact that Exchange Rules must comply 
with Rule 10C-1 under the Act before any listing of equity securities 
on the Exchange becomes effective. Thus, the rule change will not 
impose any burden on intermarket or intramarket competition.
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    \16\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from members or other interested 
parties.

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

    The Exchange believes that the foregoing proposed rule change may 
take effect upon filing with the Commission pursuant to 
Section19(b)(3)(A) \17\ of the Act and Rule 19b-4(f)(6) thereunder \18\ 
because the foregoing 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) become operative for 
30 days after its filing date, or such shorter time as the Commission 
may designate.
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

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 email to rule-comments@sec.gov. Please include 
File Number SR-ISE-2014-45 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2014-45. This file 
number should be included on the subject line if email 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 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-ISE-2014-45, and should be 
submitted on or before October 31, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-24208 Filed 10-9-14; 8:45 am]
BILLING CODE 8011-01-P


