
[Federal Register Volume 81, Number 39 (Monday, February 29, 2016)]
[Notices]
[Pages 10308-10309]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-04248]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77210; File No. SR-NYSEMKT-2016-27]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending Sections 1206 
and 1212T of the NYSE MKT Company Guide

February 23, 2016.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on February 17, 2016, NYSE MKT LLC (the ``Exchange'' or 
``NYSE MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Exchange has designated this proposal as a ``non-
controversial'' proposed rule change pursuant to Section 19(b)(3)(A) of 
the Act \4\ and Rule 19b-4(f)(6)(iii) thereunder,\5\ which renders it 
effective upon filing with the Commission. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Sections 1206 and 1212T of the NYSE 
MKT Company Guide (the ``Company Guide'') to delete an outdated 
reference. The proposed rule change is available on the Exchange's Web 
site at www.nyse.com, at the principal office of the Exchange, and at 
the Commission's Public Reference Room.

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
    The Exchange recently established a Committee for Review (``CFR'') 
as a sub-committee of the Regulatory Oversight Committee.\6\ As 
approved, the CFR was the successor to, among others, the Committee on 
Securities, a committee of the Exchange board of directors that reviews 
determinations to limit or prohibit the continued listing of an 
issuer's securities on the Exchange. In connection with this filing, 
the Exchange made conforming amendments to Sections 1206 and 1212T of 
the Company Guide, among others, to replace references to the 
``Committee on Securities'' with ``Committee for Review.'' As a result, 
two conforming references to a ``Committee on Securities Council'' 
became references to a ``Committee for Review Council.'' \7\ More 
specifically, prior to the recent amendment, Section 1206 referred to a 
``Committee on Securities Council.'' As recently amended, Section 1206 
of the Company Guide describes the process for discretionary review by 
the Exchange board of directors of delisting decisions of the Committee 
for Review, and provides that the board of directors may, among other 
things, ``remand the matter to the Committee for Review Council, Panel, 
or Staff with appropriate instructions.'' \8\
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    \6\ See Securities Exchange Act Release No. 77008 (February 1, 
2016) (SR-NYSEMKT-2015-106).
    \7\ See Securities Exchange Act Release No. 76638 (December 14, 
2015), 80 FR 79117 (SR-NYSEMKT-2015-106).
    \8\ See Company Guide, Section 1206(e).
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    Similarly, prior to the recent amendment, Section 1212T referred to 
a ``Committee on Securities Council.'' Section 1212T governs certain 
legacy listing applications, and provides for a discretionary review by 
the Exchange's board of directors of Committee for Review 
determinations not to approve an issuer's listing application.\9\ The 
amended language provides that a discretionary review by the Exchange 
board of directors can be, among other things, remanded to the 
``Committee for Review Council, Panel, or Staff with appropriate 
instructions.'' \10\
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    \9\ See Company Guide, Section 1212T(h).
    \10\ See id. at (h)(ii).
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    The Exchange proposes to amend Section 1206(d) and 1212T(h)(ii) to 
delete the outdated reference to ``Council'' in both rules. The 
Exchange currently does not have a constituted body known as the 
Committee for Review Council, and did not have a Committee on 
Securities Council prior to the recent amendment. The reference that 
was in the rules to a Committee on Securities Council is a legacy 
reference pre-dating the acquisition of the American Stock Exchange by 
the NYSE in 2008.\11\
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    \11\ See, e.g., Securities Exchange Act Release No. 53398 (March 
2, 2006), 71 FR 12738 (SR-Amex-2005-107).
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    The use of ``Council'' in Sections 1206 and 1212T is accordingly 
obsolete. A remand by the Exchange board of directors under either 
Section 1206(d) or 1212T(h)(ii) prior to the amendments could only have 
been to the Committee on Securities Panel making the contested 
determination or Exchange staff, and a remand under the proposed 
revised rules would only be to the Committee for Review Panel making 
the contested determination or to Exchange staff. The Exchange is, 
therefore, proposing to delete the outdated reference to ``Council.''
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \12\ in general, and with Section 
6(b)(5) \13\ in particular, in that it in that it is designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, to foster cooperation and 
coordination with

[[Page 10309]]

persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system and, in general, help to protect 
investors and the public interest. Specifically, the Exchange believes 
that replacing outdated references to the Committee for Review 
``Council'' removes impediments to and perfects the mechanism of a free 
and open market by removing confusion that may result from having 
obsolete references in the Exchange's rulebook. The Exchange further 
believes that the proposal removes impediments to and perfects the 
mechanism of a free and open market by ensuring that persons subject to 
the Exchange's jurisdiction, regulators, and the investing public can 
more easily navigate and understand the Exchange's rulebook. The 
Exchange believes that eliminating obsolete references would not be 
inconsistent with the public interest and the protection of investors 
because investors will not be harmed and in fact would benefit from 
increased transparency, thereby reducing potential confusion. Removing 
such obsolete references will also further the goal of transparency and 
add clarity to the Exchange's rules.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
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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 Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather to 
delete obsolete references, thereby increasing transparency, reducing 
confusion, and making the Exchange's rules easier to understand and 
navigate.

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

    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) 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) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\14\
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    \14\ 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 Exchange has satisfied this 
requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\16\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission believes 
that waiver of the 30-day operative delay is appropriate because the 
proposed rule change will reduce confusion and add clarity to the 
Company Guide without delay. Based on the foregoing, the Commission 
believes that the waiver of the operative delay is consistent with the 
protection of investors and the public interest.\17\ The Commission 
hereby grants the waiver and designates the proposal operative upon 
filing.
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    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
    \17\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend 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. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \18\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \18\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSEMKT-2016-27 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEMKT-2016-27. 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 the 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-NYSEMKT-2016-27 and should 
be submitted on or before March 21, 2016.

    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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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-04248 Filed 2-26-16; 8:45 am]
 BILLING CODE 8011-01-P


