
[Federal Register Volume 80, Number 214 (Thursday, November 5, 2015)]
[Notices]
[Pages 68585-68586]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-28148]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76323; File No. SR-NYSE-2015-02]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Designation of Longer Period for Commission Action on 
Proceedings To Determine Whether To Disapprove Proposed Rule Change, as 
Modified by Amendment No. 1, Amending Sections 312.03(b) and 312.04 of 
the NYSE Listed Company Manual to Exempt Early Stage Companies From 
Having To Obtain Shareholder Approval Before Issuing Shares for Cash to 
Related Parties, Affiliates of Related Parties or Entities in Which a 
Related Party Has a Substantial Interest

October 30, 2015.
    On April 16, 2015, New York Stock Exchange (``NYSE'') 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 Sections 
312.03(b) and 312.04 of the NYSE Listed Company Manual to exempt early 
stage companies from having to obtain shareholder approval before 
issuing shares for cash to related parties, affiliates of related 
parties or entities in which a related party has a substantial 
interest. The proposed rule change was published for comment in the 
Federal Register on May 6, 2015.\3\ The Commission received no comment 
letters in response to the publication of the Notice. On June 18, 2015, 
the Commission designated a longer period for Commission action on the 
proposed rule change, until August 4, 2015.\4\ On August 4, 2014, the 
Commission initiated proceedings under Section 19(b)(2)(B) of the Act 
\5\ to determine whether to approve or disapprove the proposed rule 
change.\6\ On August 31, 2015, in response to the Order Instituting 
Proceedings, the Commission received a comment letter from the Exchange 
as well as an Amendment No. 1 to the proposed rule change.\7\ The

[[Page 68586]]

Commission has received two other comment letters in response to the 
Order Instituting Proceedings.\8\
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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. 74849 (April 30, 
2015), 80 FR 26118 (``Notice'').
    \4\ See Securities Exchange Act Release No. 75248 (June 18, 
2015), 80 FR 36385 (June 24, 2015).
    \5\ 15 U.S.C. 78s(b)(2)(B).
    \6\ See Securities Exchange Act Release No. 75599 (August 4, 
2015), 80 FR 47978 (August 10, 2015) (``Order Instituting 
Proceedings'').
    \7\ See letter to Brent J. Fields, Secretary, Commission from 
Clare F. Saperstein, Associate General Counsel, New York Stock 
Exchange, dated August 31, 2015 and Amendment No. 1 to the proposed 
rule change dated August 31, 2015. In Amendment No. 1 the Exchange 
stated that it believed there was a potential ambiguity in the 
proposed rule language submitted as part of the original proposal. 
Amendment No. 1 amends the original proposed rule language to 
clarify that the proposed exemption from shareholder approval 
transactions involving the sale of stock for cash by an early stage 
company applies not only to a related party, as originally proposed, 
but also to a subsidiary, affiliate or other closely-related person 
of a related party; or any company or entity in which a related 
party has a substantial direct or indirect interest.
    \8\ See memorandum to the Commission from Rick. A. Fleming, 
Office of the Investor Advocate, Commission, dated October 16, 2015; 
and public comment email from Suzanne Shatto, dated October 16, 
2015.
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    Section 19(b)(2) of the Act \9\ provides that, after initiating 
disapproval proceedings, the Commission shall issue an order approving 
or disapproving the proposed rule change not later than 180 days after 
the date of publication of notice of the filing of the proposed rule 
change.\10\ The Commission may extend the period for issuing an order 
approving or disapproving the proposed rule change, however, by not 
more than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination.\11\ The 
proposed rule change was published for comment in the Federal Register 
on May 6, 2015. November 2, 2015 is 180 days from that date, and 
January 1, 2016 (which is a Federal holiday) is an additional 60 days 
from that date.
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    \9\ 15 U.S.C. 78s(b)(2).
    \10\ 15 U.S.C. 78s(b)(2)(B)(ii)(I).
    \11\ 15 U.S.C. 78s(b)(2)(B)(ii)(II).
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    The Commission finds it appropriate to designate a longer period 
within which to issue an order approving or disapproving the proposed 
rule change so that it has sufficient time to consider the comment 
letters and take action on the Exchange's proposed rule change.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Act,\12\ designates December 31, 2015, as the date by which the 
Commission should either approve or disapprove the proposed rule change 
(File No. SR-NYSE-2015-02).
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    \12\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(31).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-28148 Filed 11-4-15; 8:45 am]
 BILLING CODE 8011-01-P


