
[Federal Register Volume 82, Number 174 (Monday, September 11, 2017)]
[Notices]
[Pages 42712-42714]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-19107]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81531; File No. SR-NYSE-2017-43]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change, 
as Modified by Amendment No. 1 Thereto, To Delay the Implementation of 
Its Recently Approved Rule Requiring Listed Companies To Provide 
Advance Notice of Dividend or Stock Distribution Announcements to the 
Exchange

September 5, 2017.
    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 August 29, 2017, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') 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. On August 29, 2017, the Exchange filed Amendment No. 1 to 
the proposal. The Commission is publishing this notice to solicit 
comments on the proposed rule change, as modified by Amendment No. 1, 
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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to delay the implementation of its recently 
approved rule requiring listed companies to provide notice to the 
Exchange at least 10 minutes before making any public announcement with 
respect to a dividend or stock distribution in all cases.\4\ 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.
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    \4\ The Exchange previously filed a proposed rule change to 
delay the implementation of its recently approved rule requiring 
listed companies to provide notice to the Exchange at least 10 
minutes before making any public announcement with respect to a 
dividend or stock distribution in all cases. See SR-NYSE-2017-43 
(August 22, 2017). This Amendment No. 1 replaces and supersedes the 
original filing of SR-NYSE-2017-43 in its entirety.
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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 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
    On August 14, 2017, the Commission approved changes to the NYSE 
Listed Company Manual (the ``Manual'') that require listed companies to 
provide notice to the Exchange at least 10 minutes before making any 
public announcement with respect to a dividend or stock distribution in 
all cases, including outside of the hours in which the Exchange's 
immediate release policy is in operation.\5\ The principal effect of 
this amendment is to require listed companies to provide 10 minutes 
advance notice to the Exchange with respect to a dividend or stock 
distribution announcement made at any time, rather than just during the 
hours of operation of the immediate release policy as is currently the 
case.\6\
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    \5\ See Securities Exchange Act Release No. 81393 (August 14, 
2017) (SR-NYSE-2017-17).
    \6\ The Exchange also amended Section 202.06(B) of the Manual to 
emphasize the Exchange's consistent interpretation of that rule as 
requiring listed companies to comply with the immediate release 
policy with respect to all announcements relating to a dividend or 
stock distribution.
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    Because listed companies may need to change their internal 
procedures to comply with the new policy and because the Exchange 
requires additional time to finalize its implementation of new 
technology changes and processes to effectively perform this function, 
the Exchange proposes to delay the final implementation date of the 
changes.\7\ This delay would provide listed companies with additional 
time to prepare to comply with the new requirements and for the 
Exchange's systems to provide the necessary support to Exchange staff 
in reviewing notifications. The Exchange will provide reasonable 
advance notice of the new implementation date to its listed companies 
at least 30 days in advance by emailing a notice to them that will also 
be posted on nyse.com.

[[Page 42713]]

The new implementation date will be no later than February 1, 2018.
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    \7\ The original filing also included an amendment to Section 
202.06(B). As this amendment was a clarification of an existing 
interpretation of that section, the Exchange does not propose to 
delay its implementation.
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    The Exchange proposes to amend Section 204.12 of the Manual to 
include two versions of the first paragraph of such section. Version A 
of such paragraph will include the rule text in effect prior to the 
Commission's August 14, 2017 approval of the Exchange's proposed 
revision.\8\ Version B of such paragraph will include the amended rule 
text approved by the Commission on August 14, 2017.\9\ The Exchange 
proposes to include a header above each paragraph stating that (i) 
Version A will remain operative until the Exchange notifies listed 
companies that Version B is operative and (ii) Version B will be 
operative on February 1, 2018 or such earlier date as the Exchange 
notifies listed companies that Version B is operative.
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    \8\ The following is the text of Version A:
    Prompt notice will be given to the Exchange as to any dividend 
action or action relating to a stock distribution in respect of a 
listed stock (including the omission or postponement of a dividend 
action at the customary time as well as the declaration of a 
dividend). Such notice is in addition to immediate publicity and 
should be given at least ten days in advance of the record date. The 
dividend notice should be given to the Exchange in accordance with 
Section 204.00. Notice should be given as soon as possible after 
declaration and in any event, no later than simultaneously with the 
announcement to the news media. The notice should include:
    * * * * *
    \9\ See Footnote 4 [sic] above.
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    The Exchange proposes to amend Section 204.21 of the Manual to 
include two versions of the first paragraph of such section. Version A 
of such paragraph will include the rule text in effect prior to the 
Commission's August 14, 2017 approval of the Exchange's proposed 
revision.\10\ Version B of such paragraph will include the amended rule 
text approved by the Commission on August 14, 2017.\11\ The Exchange 
proposes to include a header above each paragraph stating that (i) 
Version A will remain operative until the Exchange notifies listed 
companies that Version B is operative and (ii) Version B will be 
operative on February 1, 2018 or such earlier date as the Exchange 
notifies listed companies that Version B is operative.
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    \10\ The following is the text of Version A:
    Prompt notice is required to be given to the Exchange of the 
fixing of a date for the taking of a record of shareholders, or for 
the closing of transfer books (in respect of a listed security), for 
any purpose. The notice should state the purpose or purposes for 
which the record date has been fixed. This notice should be provided 
to the Exchange in accordance with Section 204.00.
    \11\ See Footnote 4 [sic] above.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \12\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\13\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers. The proposed amendment is consistent with 
the protection of investors and the public interest because it will 
ensure an orderly and effective implementation of the Exchange's new 
dividend and stock distribution notification policy.
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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 purpose of the Act. The purpose of the proposal 
is to delay the effectiveness of the Exchange's new dividend and stock 
distribution notification policy to give the Exchange staff and listed 
companies additional time to prepare for compliance with the new policy 
and it will not have any effect on competition.

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 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 from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \14\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\15\
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    \14\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and the 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 Commission has determined to waive the five-day 
prefiling period in this case.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \16\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \17\ permits the 
Commission to 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. In support 
of the request, the Exchange states that waiver of the 30-day operative 
delay will enable the Exchange to avoid any potential confusion that 
might be caused to listed companies if the new advance notice 
requirement for dividend or stock distribution announcements to the 
Exchange was in effect prior to this proposal becoming operative.
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    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii).
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    Based on the above, the Commission believes that waiver of the 30-
day operative delay is consistent with the protection of investors and 
the public interest because, as noted above, the Exchange cannot 
currently process the advance notifications in accordance with the 
requirements of the newly adopted rule until it finalizes 
implementation of new technology and processes. As a result, waiver of 
the 30-day operative delay, consistent with the protection of investors 
and the public interest, will provide listed companies immediate 
transparency on the rules they need to follow in providing notification 
to the Exchange on public announcements concerning dividend and stock 
distributions until such time as the Exchange makes the necessary 
changes to process the notifications in accordance with the newly 
adopted rules. Accordingly, the Commission hereby waives the operative 
delay and designates the proposal operative upon filing with the 
Commission.\18\
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    \18\ 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 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

[[Page 42714]]

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, as modified by Amendment No. 1, 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-NYSE-2017-43 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-NYSE-2017-43. 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-NYSE-2017-43, and should be 
submitted on or before October 2, 2017.

    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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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-19107 Filed 9-8-17; 8:45 am]
 BILLING CODE 8011-01-P


