87 FR 39 pgs. 11100-11102 - Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Article I, Rule 5 To Replace References to Employees and Officers of Intercontinental Exchange Group, Inc.
Type: NOTICEVolume: 87Number: 39Pages: 11100 - 11102
Pages: 11100, 11101, 11102Docket number: [Release No. 34-94298; File No. SR-NYSECHX-2022-02]
FR document: [FR Doc. 2022-04084 Filed 2-25-22; 8:45 am]
Agency: Securities and Exchange Commission
Official PDF Version: PDF Version
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94298; File No. SR-NYSECHX-2022-02]
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Article I, Rule 5 To Replace References to Employees and Officers of Intercontinental Exchange Group, Inc.
February 22, 2022.
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 14, 2022, the NYSE Chicago, Inc. ("NYSE Chicago" 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. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
Footnotes:
1 ?15 U.S.C. 78s(b)(1).
2 ?15 U.S.C. 78a.
3 ?17 CFR 240.19b-4.
I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
The Exchange proposes to amend Article I, Rule 5 (Designation of Authority) to replace references to employees and officers of Intercontinental Exchange Group, Inc., the Exchange's indirect parent company, with references to employees and officers 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 Article I, Rule 5 (Designation of Authority) to replace references to employees and officers of Intercontinental Exchange Group, Inc. ("ICE"), the Exchange's indirect parent company, with references to employees and officers of the Exchange.
The Exchange adopted Rule 5 in 2019, stating that Rule 5 was substantially similar to the third paragraph of New York Stock Exchange Rule 1 ("NYSE Rule 1"). 4
Footnotes:
4 ? See Securities Exchange Act Release No. 85190 (February 25, 2019), 84 FR 7154 (March 1, 2019) (SR-NYSECHX-2019-02) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Rules of the Exchange To Adopt Article 1, Rule 5).
[top] Like NYSE Rule 1, Rule 5 provides that, if the person named in a rule is not available, the chief executive officer ("CEO") or chief regulatory officer ("CRO") of the Exchange may designate one or more qualified employees of ICE to act in their place. Rule 5 goes on to
Footnotes:
5 ?Article 1, Rule 5.
In practice, designations under Rule 5 are limited to Exchange employees and officers. To more accurately reflect actual practice, the Exchange proposes to replace the references to employees and officers of ICE in Rule 5 with references to employees and officers of the Exchange, as follows:
• In the first sentence, "Intercontinental Exchange Group, Inc. (`ICE')" would be replaced with "the Exchange"; and
• In clause (1) of the second sentence, "Exchange" would be added before "officer," and "of ICE" would be deleted.
The proposed changes would not result in any practical changes regarding which individuals would be eligible to perform the functions specified in Rule 5 and would not require the Exchange to change which individuals may currently performing these functions.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, 6 in general, and furthers the objectives of Section 6(b)(5) of the Act, 7 in particular, because 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 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.
Footnotes:
6 ?15 U.S.C. 78f(b).
7 ?15 U.S.C. 78f(b)(5).
The Exchange believes that the proposed rule change would promote clarity and transparency in its rules. The Exchange believes that the change 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 the increased clarity and transparency that the change would introduce, thereby reducing potential confusion.
The Exchange believes that the proposed rule change 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 it would remove any potential confusion among market participants that may result if the Exchange retained references to ICE employees and ICE officers in Rule 5, adding clarity and transparency to Exchange rules. Moreover, the proposed change to the first prong of the definition of "qualified employee" for purposes of designation by the CEO would make it consistent with the first prong of the definition of "qualified employee" for purposes of designation by the CRO, reducing any potential confusion among market participants.
In practice, Exchange employees and officers, and not ICE employees and officers, are designated pursuant to Rule 5. The proposed changes would ensure that remained true, as under the changes only Exchange officers or Exchange employees could be qualified employees delegated authority by the CEO pursuant to Rule 5. For that reason, the Exchange believes that the proposed change 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.
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, 8 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. The proposed change is not designed to address any competitive issue but rather serve to promote clarity and consistency, thereby reducing burdens on the marketplace and facilitating investor protection. The proposed changes would be administrative and would apply only to the Exchange, and therefore would not impose any unnecessary competitive burden on third parties.
Footnotes:
8 ?15 U.S.C. 78f(b)(8).
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
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) of the Act? 9 and Rule 19b-4(f)(6)? 10 thereunder.
Footnotes:
9 ?15 U.S.C. 78s(b)(3)(A).
10 ?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 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.
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 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 will institute proceedings to determine whether the proposed rule change 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-NYSECHX-2022-02 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.
[top] All submissions should refer to File Number SR-NYSECHX-2022-02. 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 website ( http://www.sec.gov/
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 11
Footnotes:
11 ?17 CFR 200.30-3(a)(12).
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022-04084 Filed 2-25-22; 8:45 am]
BILLING CODE 8011-01-P