Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices 11305 

18 17 CFR 242.200(g). Rule 200(g)(2) provides that 

a sale order shall be marked ‘‘short exempt’’ only if 

the provisions of paragraphs (c) or (d) of Rule 201 

of Regulation SHO are met. See also Division of 

Trading and Markets: Responses to Frequently 

Asked Questions Concerning Rule 201 of 

Regulation SHO, Q&A Nos. 5.4 and 5.5. 

19 17 CFR 242.201(b)(1)(iii)(B). 

20A ‘‘Member’’ is defined in BATS Rule 1.5(n) as 

any registered broker or dealer that has been 

admitted to membership in the Exchange. 

21 17 CFR 242.200(g)(2). See also 17 CFR 

242.201(c); 17 CFR 242.201(d). 

22 In approving the proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

23 15 U.S.C. 78f(b). 

24 15 U.S.C. 78f(b)(5). 

25 15 U.S.C. 78s(b)(2). 

26 15 U.S.C. 78s(b)(2). 

27 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4NYSE Amex, a Delaware limited liability 

company, is an indirect wholly-owned subsidiary of 

NYSE Euronext. 

5Securities Exchange Act Release No. 63792 

(January 28, 2011) (File No. SR–NYSE–2010–77). 

to Rule 11.19 because pursuant to 

amended Rule 200(g) of Regulation 

SHO, a broker-dealer can mark a short 

sale order as either ‘‘short’’ or ‘‘short 

exempt.’’ 18 The Exchange also proposes 

to make clear in Rule 11.19 that if an 

order it received is marked ‘‘short 

exempt,’’ the Exchange will execute, 

display and/or route the order without 

regard to the NBB or any short sale price 

test restriction in effect under 

Regulation SHO.19 The Exchange also 

proposes to make clear, as it does in 

Rule 11.9(d)(1) with respect to 

intermarket sweep orders, that it relies 

on a Member’s 20 marking of an order, in 

this case the ‘‘short exempt’’ marking, 

when handling such order. Accordingly, 

proposed Rule 11.19 states that it is the 

entering Member’s responsibility, not 

the Exchange’s responsibility, to comply 

with the requirements of Regulation 

SHO relating to marking of orders as 

‘‘short exempt.’’ 21

III. Commission Findings 

The Commission finds that the 

proposed rule change to amend BATS 

Rules 11.9, 11.13 and 11.19 to make 

certain changes consistent with the 

upcoming implementation of 

amendments to Regulation SHO is 

consistent with the Act and the rules 

and regulations thereunder applicable to 

national securities exchanges and 

national securities associations.22 In 

particular, the Commission finds that 

the proposal is consistent with the 

requirements of Section 6(b) of the 

Act 23 and with Section 6(b)(5) of the 

Act,24 which, among other things, 

requires that rules of national securities 

exchanges be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, and, in general, to 

protect investors and the public interest. 

The Commission believes that the 

proposed rule change will provide 

clarity on the short sale order handling 

procedures employed by the Exchange 

and certain obligations of its Members 

when sending short sale orders to the 

Exchange consistent with Regulation 

SHO, as amended. The Commission also 

believes that the proposed short sale 

price sliding functionality and 

amendments to the existing displayed 

price sliding process should assist Users 

in executing or displaying their orders 

consistent with Regulation SHO and 

Regulation NMS. 

The Commission also finds good 

cause, pursuant to Section 19(b)(2) of 

the Act,25 for approving the proposed 

rule change on an accelerated basis. The 

proposed rule change makes changes 

consistent with the amendments to 

Regulation SHO. The Commission 

believes that accelerating approval of 

the proposed rule change is appropriate 

as it will allow the proposed 

amendments to be implemented by the 

compliance date for the amendments to 

Regulation SHO. In addition, the 

Commission believes that the proposed 

rule change should further the goals of 

investor protection and fair and orderly 

markets. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,26 that the 

proposed rule change (File No. SR– 

BATS–2011–002) be and hereby is 

approved on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–4480 Filed 2–28–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63943; File No. SR– 

NYSEAMEX–2011–06] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change in Connection With the 

Proposal of NYSE Euronext To 

Eliminate the Requirement of an 80 

percent Supermajority Vote To Amend 

or Repeal Section 3.1 of Its Bylaws 

February 22, 2011. 

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 

11, 2011, NYSE Amex LLC (the 

‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is submitting this rule 

filing in connection with the proposal of 

its ultimate parent, NYSE Euronext (the 

‘‘Corporation’’),4 to amend its bylaws 

(the ‘‘Bylaws’’) to eliminate the 

requirement that the affirmative vote of 

the holders of not less than 80% of the 

votes entitled to be cast by the holders 

of the outstanding capital stock of the 

Corporation entitled to vote generally in 

the election of directors is necessary for 

the stockholders to amend or repeal 

Article III, Section 3.1 of the Bylaws. 

The proposed rule change is identical to 

a rule change filed by the New York 

Stock Exchange LLC (‘‘NYSE’’) that was 

recently approved by the Commission.5

The text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and the Exchange’s Web site at http:// 

www.nyse.com. 

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 is submitting this rule 

filing in connection with the proposal of 

the Corporation, which is the ultimate 


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11306 Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

8 s15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). 

11 17 CFR 240.19b–4(f)(6)(iii). 

parent company of the Exchange, to 

amend its Bylaws to eliminate the 

requirement that the affirmative vote of 

the holders of not less than 80% of the 

votes entitled to be cast by the holders 

of the outstanding capital stock of the 

Corporation entitled to vote generally in 

the election of directors is necessary for 

the stockholders to amend or repeal 

Article III, Section 3.1 of the Bylaws 

relating to the general powers of the 

Board of Directors of the Corporation 

(‘‘Board’’). Section 3.1 also provides that 

the number of Directors on the Board 

shall be fixed and changed from time to 

time exclusively by the Board pursuant 

to a resolution adopted by two-thirds of 

the directors then in office. Elimination 

of this 80% ‘‘supermajority’’ voting 

provision as it relates to Section 3.1 will 

have the effect that only a majority of 

the same number of votes entitled to be 

cast will be required to amend or repeal 

this section of the Bylaws. 

Background 

In connection with its 2010 Annual 

Meeting, the Corporation received a 

stockholder proposal to eliminate the 

supermajority voting requirements 

necessary to amend certain provisions 

of the Corporation’s certificate of 

incorporation (‘‘Certificate’’) and Bylaws. 

Following receipt of that proposal, the 

Corporation began discussions with its 

regulators regarding the possibility of 

amending its Certificate and Bylaws to 

implement the proposal. While 

recognizing the interest of stockholders 

in simple majority voting to amend 

these basic governing documents, the 

Corporation was also cognizant of the 

fact that, at the time of the merger 

between Euronext and NYSE Group that 

created the Corporation, both European 

and U.S. regulators were concerned 

about insuring a balance of U.S. and 

European perspectives in the 

governance of the newly formed entity. 

The regulators and the respective boards 

of directors viewed the combination of 

Euronext and NYSE Group as a ‘‘merger 

of equals,’’ and balanced representation 

between American and European 

representatives on the Board was the 

primary means by which the principle 

of equality was to be implemented. The 

regulatory authorities approved 

supermajority voting to amend the 

governance provisions in the Certificate 

and Bylaws considered to be most 

important in maintaining this balance. 

Following further discussions 

between the Corporation and its 

regulators, the regulators have indicated 

that they would not oppose a change to 

a simple majority provision for certain 

of the provisions currently subject to an 

80% voting requirement, including 

Article III, Section 3.1 of the Bylaws. 

Section 3.1 reads as follows: 

‘‘General Powers. The business and 

affairs of the Corporation shall be 

managed by or under the direction of 

the Board of Directors. The number of 

directors on the Board of Directors shall 

be fixed and changed from time to time 

exclusively by the Board of Directors 

pursuant to a resolution adopted by 

two-thirds of the directors then in office. 

In addition to the powers and 

authorities expressly conferred upon 

them by these Bylaws, the Board of 

Directors may exercise all such powers 

of the Corporation and do all such 

lawful acts and things as are not by 

statute or by the Certificate of 

Incorporation or by these Bylaws 

required to be exercised or done by the 

stockholders. A director need not be a 

stockholder.’’ 

The purpose of this proposed rule 

change is to implement the decision of 

the Board to remove the 80% 

supermajority voting requirement with 

respect to the aforementioned Bylaw 

provision. 

As noted above, the proposed rule 

change is identical to a rule change filed 

by the NYSE (the ‘‘NYSE Rule Change’’) 

that was recently approved by the 

Commission. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 6 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’), in general, and furthers the 

objectives of Section 6(b)(5) 7 in 

particular 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 

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. More specifically, the 

Exchange believes that the proposed 

rule change will permit the Corporation 

to respond to the stockholder proposal 

submitted to it while also ensuring 

ongoing regulatory comfort concerning 

balanced representation in the 

governance of the Corporation which 

will thereby contribute to perfecting the 

mechanism of a free and open market 

and a national market system, consistent 

with the protection of investors and the 

public interest. 

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 Act. 

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 8 and Rule 

19b–4(f)(6) thereunder.9 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) by its terms, 

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. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 10 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),11 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. 

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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 


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Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices 11307 

12 17 CFR 200.30–3(a)(12). 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEAMEX–2011–06 on 

the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEAMEX–2011–06. This 

file number should be included on the 

subject line if e-mail 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, on official business 

days between the hours of 10 a.m. and 

3 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–NYSEAMEX–2011–06 and 

should be submitted on or before March 

22, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–4427 Filed 2–28–11; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #12459 and #12460] 

California Disaster #CA–00162 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 1. 

SUMMARY: This is an amendment of the 

Administrative declaration of a disaster 

for the State of California dated 02/02/ 

2011. 

Incident: Severe Winter Storms, 

Flooding, and Debris and Mud Flows. 

Incident Period: 12/17/2010 through 

01/04/2011. 

Effective Date: 02/18/2011. 

Physical Loan Application Deadline 

Date: 04/04/2011. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 11/02/2011. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: The notice 

of an Administrative declaration for the 

State of California, dated 02/02/2011 is 

hereby amended to include the 

following areas as adversely affected by 

the disaster. 

Primary Counties: San Diego. 

Contiguous Counties: 

California: Imperial. 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

Dated: February 18, 2011. 

Karen G. Mills, 

Administrator. 

[FR Doc. 2011–4429 Filed 2–28–11; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

Small Business Information Security 

Task Force 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice of meeting minutes. 

SUMMARY: The SBA is issuing this notice 

to publish meeting minutes for the 

Small Business Information Security 

Task Force Meeting. 

DATES: 1 p.m., Wednesday, January 12, 

2011. 

ADDRESSES: The meeting was held via 

teleconference. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 507(i)(4)(A) of the Credit Card 

Accountability Responsibility and 

Disclosure Act of 2009, SBA submits the 

meeting minutes for the third meeting of 

the Small Business Information Security 

Task Force. Chairman, Mr. Rusty 

Pickens, called the meeting to order on 

January 12, 2011 at 1 p.m. Roll call was 

taken and a quorum was established. 

The meeting followed the provided 

agenda topics. 

The first item under discussion was 

bringing the work plan to a final version 

and to solidify which Task Force 

members would own the various topic 

areas. Task force members were 

reminded that what was contained on 

the work plan was a first attempt at 

aligning the subject areas with member 

expertise. 

Mr. Pickens took an action item to 

refine the scope requirements for the 

Task Force with specific questions of 

Identity Theft, Privacy, and Government 

Contracting information. Additionally, 

resource and staffing issues to support 

the work of the Task Force were 

discussed and Mr. Pickens clarified that 

there was no confirmation as to if the 

Task Force had been funded. He took an 

action item to work with SBA 

leadership to determine whether 

funding was available. Suggestions were 

made of the possibility of the corporate 

members providing resources such as 

software and staffing or undertaking 

fundraising efforts if no formal funding 

were available. It was reiterated that 

writers and other staff will be needed to 

sort and compile the data gathered by 

the Task Force members. Determining 

the end deliverable, time frame, and 

working back from the allocated funding 

was suggested as a better way to 

determine resource needs. A high-level 

budget to accompany the work plan was 

suggested as a good place to start. Mr. 

Pickens reminded the group that an 

informational webinar is scheduled for 

February 2, 2011 and presented by the 

PCI Standards Group. In light of the 

webinar, there will be no official 

February meeting. The next official 

meeting date will be determined and 

distributed in advance via e-mail to the 

Task Force members. 

FOR FURTHER INFORMATION CONTACT: 

Rusty Pickens, Special Consultant to the 

Office of the CIO, U.S. Small Business 

Administration, Rusty.Pickens@sba.gov. 

Paul T. Christy, 

SBA Chief Information Officer. 

[FR Doc. 2011–4422 Filed 2–28–11; 8:45 am] 

BILLING CODE 8025–01–P 


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