79060 Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 

8 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. 

4The NYSE, a New York limited liability 

company, is an indirect wholly-owned subsidiary of 

NYSE Euronext. 

copying at the principal office of the 

ISE. 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–ISE–2010–109 and should 

be submitted by January 7, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31683 Filed 12–16–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63532; File No. SR–NYSE– 

2010–77] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change, as 

Modified by Amendment No. 1, by New 

York Stock Exchange LLC in 

Connection with the Proposal of NYSE 

Euronext to Eliminate the Requirement 

of an 80% Supermajority Vote to 

Amend or Repeal Section 3.1 of its 

Bylaws 

December 13, 2010. 

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 November 

30, 2010, 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 December 3, 2010, the 

Exchange filed Amendment No. 1 to the 

proposed rule change. 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 text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and the Exchange’s website at 

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 

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. 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 79061 

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

6 15 U.S.C. 78f(b)(5). 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 5 of the Act, 

in general, and furthers the objectives of 

Section 6(b)(5) 6 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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

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

Number SR–NYSE–2010–77 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–NYSE–2010–77. 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–NYSE–2010–77 and should 

be submitted on or before January 7, 

2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31684 Filed 12–16–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63533; File No. SR–MSRB– 

2010–17] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of Amendments 

to Rule A–3, on Membership on the 

Board 

December 13, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

30, 2010, the Municipal Securities 

Rulemaking Board (‘‘Board’’ or ‘‘MSRB’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II and III below, which Items 

have been prepared by the MSRB. 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 MSRB is filing with the SEC a 

proposed rule change consisting of 

amendments to Rule A–3, on 

membership on the Board, in order to 

establish a Nominating Committee in 

compliance with MSRB transitional 

Rule A–3(i). 

The text of the proposed rule change 

is available on the MSRB’s Web site at 

http://www.msrb.org/Rules-andInterpretations/SEC-Filings/2010- 

Filings.aspx, at the MSRB’s principal 

office, 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 

MSRB 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 these statements 

may be examined at the places specified 


emcdonald on DSK2BSOYB1PROD with NOTICES