[Federal Register Volume 87, Number 24 (Friday, February 4, 2022)]
[Notices]
[Pages 6637-6639]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-02315]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94109; File No. SR-NYSECHX-2022-01]


Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its 
Rules To Remove Obsolete References

January 31, 2022.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on January 27, 2022, the NYSE Chicago, Inc. (``NYSE Chicago'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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\ 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 amend its rules to remove obsolete 
references to the Board of Governors and constitution of the Exchange. 
The proposed rule change is available on the Exchange's website 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 proposes to amend its rules to remove obsolete 
references to the Board of Governors and constitution of the Exchange. 
In 2005 the Exchange's ownership structure was demutualized.\4\ As part 
of that change, a Board of Directors replaced the Board of Governors as 
the governing body of the Exchange.\5\ The Exchange filed an updated 
certificate of incorporation and bylaws and ceased having a 
constitution.\6\
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    \4\ See Securities Exchange Act Release No. 51149 (February 8, 
2005), 70 FR 7531 (February 14, 2005) (SR-CHX-2004-26) (Order 
Approving Proposed Rule Change and Amendment No. 1 and Notice of 
Filing and Order Granting Accelerated Approval to Amendment No. 3 by 
the Chicago Stock Exchange, Inc. Relating to the Demutualization of 
the Chicago Stock Exchange, Inc.).
    \5\ See Section Fifth of Exhibit A to Amendment 1, SR-CHX-2004-
26 (November 24, 2004), available at https://www.sec.gov/rules/sro/chx/34-50892exa.pdf (stating that ``[t]he governing body of the 
Corporation shall be its Board of Directors''). See also Securities 
Exchange Act Release No. 50892 (December 20, 2004), 69 FR 77796 
(December 28, 2004) (SR-CHX-2004-26) (Notice of Filing of Amendment 
1) and 70 FR 7531, supra note 4, at 7531 (``CHX will have its own 
Board of Directors that will manage CHX's business and affairs'') & 
7534 (description of Board of Directors).
    \6\ See Exhibit A and Exhibit B to Amendment 1, SR-CHX-2004-26 
(November 24, 2004), available at https://www.sec.gov/rules/sro/chx/34-50892exa.pdf and https://www.sec.gov/rules/sro/chx/34-50892exb.pdf (removing all references to the ``Constitution'' by 
either replacing them with references to the ``bylaws'' or deleting 
them). See also 69 FR 77796, supra note 5. The current governing 
documents of the Exchange are the Second Amended and Restated 
Certification of Incorporation of NYSE Chicago, Inc., available at 
https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Certificate_of_Incorporation.pdf, and Second Amended and Restated By-laws of NYSE Chicago, Inc., 
available at https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Bylaws.pdf.
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    Although most references in the Exchange rules to the Board of 
Governors and constitution were removed or updated at the time of the 
demutualization, some obsolete references remain.\7\ To update those 
obsolete references, the Exchange proposes to make the following non-
substantive changes.
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    \7\ See Exhibit E to Amendment 1, SR-CHX-2004-26 (November 24, 
2004), available at https://www.sec.gov/rules/sro/chx/34-50892exe.pdf. See also 69 FR 77796, supra note 5.
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     References to the ``Board of Governors'' would be revised 
to refer to the ``Board of Directors'' instead. Accordingly, the 
Exchange proposes to

[[Page 6638]]

replace ``Governors'' with ``Directors'' in Article 13, Rule 4(d) 
(Procedure for Reinstatement), and Article 22, Rule 2 (Admittance to 
Listing), Rule 3 (Suspension of Securities), Rule 5 (Unlisted Trading 
Privileges), Rule 21 (Corporate Governance, Disclosure, and 
Miscellaneous Requirements), Rule 25 (Portfolio Depositary Receipts), 
and Rule 27 (Trust Issued Receipts).
     The text ``and Article VII of the Exchange Constitution'' 
would be deleted from Article 12, Rule 8 (Minor Rule Variations). 
Because there is no reference to ``disciplinary proceeding'' in the 
Second Amended and Restated By-laws of NYSE Chicago, Inc. (``By-
laws''), the Exchange would not replace the reference with one to the 
Bylaws.
     In Article 22, Rule 25(b) and Rule 27(e), ``Constitution'' 
would be replaced with ``bylaws''.
     In Article 22, Rule 25(g), the text ``in the Exchange's 
Constitution or'' would be deleted. Because there is no limitation of 
liability in the Bylaws, the Exchange would not replace the reference 
with one to the Bylaws.
    Finally, the Exchange proposes to amend Article 22, Rule 5, to (a) 
delete the redundant text ``by the Exchange'' and (b) add ``or her'' 
after ``his.'' Neither change is substantive.
    The proposed rule change is a non-substantive change that does not 
impact the governance of the Exchange. The proposed change is not 
otherwise intended to address any other issues, and the Exchange is not 
aware of any problems that member organizations would have in complying 
with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(5) of the Exchange Act \9\ in particular, because it is designed 
to designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in 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.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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    In particular, the Exchange believes that the proposed non-
substantive changes updating obsolete references would 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 because the proposed non-substantive changes would add 
clarity, transparency and consistency to the Exchange's rules. It would 
do so by removing obsolete references to the Board of Governors and 
constitution and either updating them with references to the Board of 
Directors and By-laws, respectively, or, in the case of the 
constitution, deleting the reference. In addition, with respect to 
Article 22, Rule 5, it would do so by making a non-substantive deletion 
of redundant text and revising ``his'' to read ``his or her.''
    By making the changes, the Exchange would ensure that its rules are 
consistent with the existing corporate structure and governing 
documents, including the By-laws. The Exchange believes that market 
participants would benefit from the increased clarity, thereby reducing 
potential confusion and ensuring that persons subject to the Exchange's 
jurisdiction, regulators, and the investing public can more easily 
navigate and understand the Exchange's rules.
    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\10\ the Exchange 
believes that the proposed rule change will not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act because it is ministerial in nature and is not 
designed to have any competitive impact. The proposed rule change is 
not intended to address competitive issues but is rather concerned with 
making non-substantive changes to update obsolete references in the 
Exchange rules. Since the proposal does not substantively modify system 
functionality or processes on the Exchange or put any market 
participants at a relative disadvantage compared to other market 
participants, the proposed changes will not impose any burden on 
competition.
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    \10\ 15 U.S.C. 78f(b)(8).
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    For the reasons described above, the Exchange believes that the 
proposed rule change reflects this competitive environment.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\ 
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.
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
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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) \13\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \13\ 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 [email protected]. Please include 
File Number SR-NYSECHX-2022-01 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-NYSECHX-2022-01. 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

[[Page 6639]]

only one method. The Commission will post all comments on the 
Commission's internet website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSECHX-2022-01 and should be submitted 
on or before February 25, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-02315 Filed 2-3-22; 8:45 am]
BILLING CODE 8011-01-P


