Federal Register / Vol. 75, No. 45 / Tuesday, March 9, 2010 / Notices 10855 

13 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. 

4See Securities Exchange [sic] Release No. 59965 

(May 21, 2009), 74 FR 25783 (May 29, 2009) (SR– 

NYSE–2009–25). 

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 

a.m. and 3 p.m. Copies of such 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–CBOE– 

2010–019 and should be submitted on 

or before March 30, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4910 Filed 3–8–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61626; File No. SR–NYSE– 

2010–07] 

Self-Regulatory Organizations; New 

York Stock Exchange, LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending 

NYSE Rule 476 To Add a Provision for 

Violations Relating to Failing To 

Observe High Standards of 

Commercial Honor and Just and 

Equitable Principles of Trade 

March 2, 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 February 

5, 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. 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 proposes to amend 

NYSE Rule 476 to add a provision for 

violations relating to failing to observe 

high standards of commercial honor and 

just and equitable principles of trade. 

The text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In this filing, the New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) proposes to amend Rule 

476 to add a provision for violations 

relating to failing to observe high 

standards of commercial honor and just 

and equitable principles of trade. The 

Commission previously approved an 

amendment to NYSE Rule 476 to delete 

subsection (a)(6), which concerned just 

and equitable principles of trade.4 The 

rationale for that deletion was because 

NYSE adopted Rule 2010, which 

provided for the same content as the 

prior version of Rule 476(a)(6) and 

which harmonized the Exchange rule 

with the NYSE Amex LLC (‘‘NYSE 

Amex’’) and Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

standards for just and equitable 

principles of trade. 

However, in deleting Rule 476(a)(6) 

and replacing it with Rule 2010, the 

Exchange inadvertently deleted the 

ability for the Exchange to bring charges 

relating to failing to observe high 

standards of commercial honor and just 

and equitable principles of trade against 

approved persons, principal executives, 

and employees of member 

organizations. As approved, NYSE Rule 

2010 is applicable only to members and 

member organizations. Accordingly, the 

Exchange proposes to amend Rule 476, 

which has an enabling provision to 

bring charges against approved persons 

and employees of member 

organizations, to add subsection (a)(6) to 

cover the same content that was 

previously deleted. To ensure that the 

standards for just and equitable 

principles of trade are consistent across 

Exchange rules, NYSE Amex, and 

FINRA, the Exchange proposes to adopt 

rule text that mirrors the standard set 

forth in Rule 2010, which is virtually 

identical to NYSE Amex Equities Rule 

2010 and FINRA Rule 2010. As 

proposed, NYSE Rule 476(a)(6) would 

read as follows: ‘‘failing to observe high 

standards of commercial honor and just 

and equitable principles of trade.’’ 

In adopting this revised rule text for 

Rule 476(a)(6), the Exchange would be 

able to bring a charge relating to failing 

to observe high standards of commercial 

honor and just and equitable principles 

of trade against not only members and 

member organizations, but also against 

principal executives, approved persons, 

and employees of member 

organizations. This proposal is 

consistent with FINRA Rule 2010 

because under FINRA Rule 0140, 

persons associated with a FINRA 

member have the same duties and 

obligations as a member under FINRA 

rules. Accordingly, FINRA has the 

authority to charge an associated person 

with a violation of Rule 2010. By adding 

this standard to Rule 476(a)(6), the 

Exchange will similarly have the 

authority to charge an employee of a 

member organization with a violation 

relating to failing to observe high 

standards of commercial honor and just 

and equitable principles of trade. 

To ensure full harmonization, the 

Exchange also proposes amending Rule 

476(a)(5) and deleting the phrase ‘‘fraud 

or fraudulent acts’’ and replacing it with 

the rule text from Rule 2020 to provide 

that the Exchange can bring charges 

against an employee of a member 

organization for effecting any 

transaction in, or inducing the purchase 

or sale of, any security by means of any 

manipulative, deceptive or other 

fraudulent device or contrivance. 

Finally, the Exchange proposes 

deleting the reference to ‘‘allied 

member,’’ which no longer is a category 


sroberts on DSKD5P82C1PROD with NOTICES
10856 Federal Register / Vol. 75, No. 45 / Tuesday, March 9, 2010 / Notices 

5See Securities Exchange Act Release No. 58549 

(Sept. 15, 2008), 73 FR 54444 (Sept. 19, 2008) (SR– 

NYSE–2008–80) (deleting the term ‘‘allied member’’ 

and replacing it with ‘‘principal executive’’). 

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

7 15 U.S.C. 78k–1(a)(1). 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires that a self-regulatory 

organization submit to the Commission written 

notice of its intent to file the proposed rule change, 

along with a brief description and text of the 

proposed rule change, at least five business days 

prior to the filing of the proposed rule change, or 

such shorter time as designated by the Commission. 

The Commission notes that NYSE has satisfied the 

five-day pre-filing notice requirement. 

11 17 CFR 240.19b–4(f)(6)(iii). 

12For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

13The text of the proposed rule change is 

available on the Commission’s Web site at http:// 

www.sec.gov/. 

14 17 CFR 200.30–3(a)(12). 

at the Exchange, and replacing it with 

‘‘principal executive.’’ 5

2. Statutory Basis 

The statutory basis for the proposed 

rule change is Section 6(b)(5) of the 

Act 6 which requires the rules of an 

exchange to promote just and equitable 

principles of trade, 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. The proposed rule 

change also is designed to support the 

principles of Section 11A(a)(1) 7 of the 

Act in that it seeks to assure fair 

competition among brokers and dealers 

and among exchange markets. The 

Exchange believes this rule proposal 

ensures that it will be enabled to charge, 

as necessary, when a member, member 

organization, principal executive, 

approved person, or employee of a 

member organization fails to observe 

high standards of commercial honor and 

just and equitable principles of trade, as 

contemplated by the Act, or effects any 

transaction in, or induces the purchase 

or sale of, any security by means of any 

manipulative, deceptive or other 

fraudulent device or contrivance. 

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) 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. The Commission notes that the 

proposed rule change is restoring the 

Exchange’s ability to discipline 

employees of member organizations 

under paragraphs (a)(5) and (a)(6) of 

Rule 476. The proposed rule change 

does not raise any new substantive 

issues and will harmonize NYSE Rules 

and FINRA Rules in this regard. For 

these reasons, the Commission believes 

that waiver of the 30-day operative 

delay is consistent with the protection 

of investors and the public interest. 

Therefore, the Commission designates 

the proposed rule change effective and 

operative upon filing.12

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

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, 

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–2010–07 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–2010–07. 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,13 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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of NYSE 

and on its Internet Web site at http:// 

www.nyse.com. 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– 

2010–07 and should be submitted on or 

before March 30, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4912 Filed 3–8–10; 8:45 am] 

BILLING CODE 8011–01–P 


sroberts on DSKD5P82C1PROD with NOTICES