Federal Register / Vol. 74, No. 164 / Wednesday, August 26, 2009 / Notices 43193 

12See NYSE Amex Rule 900.2NY(5). 

13 15 U.S.C. 78s(b)(3)(A)(iii). 

14 17 CFR 240.19b–4(f)(6). 

15The Exchange has fulfilled this five day 

requirement. 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). 

18 Id. 

19For purposes only of waiving the operative date 

of this proposal, the Commission has considered 

the proposed rule’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). See also 17 CFR 200.30–3(a)(59). 

20Securities Exchange Act Release No. 59417 

(February 18, 2009), 74 FR 8591 (February 25, 2009) 

(SR–CBOE–2008–115). 21 17 CFR 200.30–3(a)(12). 

provide ATP Holders 12 and investors 

with additional opportunities to trade 

customized options in an exchange 

environment. 

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 13 and Rule 

19b–4(f)(6) thereunder.14 Because the 

foregoing rule 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 if consistent with the 

protection of investors and the public 

interest, provided that the selfregulatory organization has given 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,15 the proposed rule 

change has become effective pursuant to 

Section 19(b)(3)(A) of the Act 16 and 

Rule 19b–4(f)(6) thereunder.17

Under Rule 19b–4(f)(6) of the Act,18 a 

proposal does not become operative for 

30 days after the date of its filing, or 

such shorter time as the Commission 

may designate if consistent with the 

protection of investors and the public 

interest. 

The Exchange has requested that the 

Commission waive the 30-day operative 

date. The Exchange believes that waiver 

of the 30-day operative date will: (i) 

Permit the Exchange to offer investors 

additional opportunities to trade 

customized options in response to 

recent member requests; and (ii) level 

the current competitive landscape by 

permitting the Exchange to implement 

changes similar to those recently 

implemented by another self-regulatory 

organization. The Commission believes 

that waiving the 30-day operative delay 

is consistent with the protection of 

investors and the public interest, and 

thus designates the proposal as 

operative upon filing.19 The 

Commission notes that the Exchange’s 

proposal is based on a similar proposed 

rule change adopted by the Chicago 

Board Options Exchange.20 That 

proposal was subject to full notice and 

comment and no comments were 

received. Based on this, the Commission 

believes that it is appropriate to 

designate the proposal operative upon 

filing. 

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–NYSEAMEX–2009–44 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–2009–44. 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 inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549–1090 on official business 

days between the hours of 10 a.m. and 

3 p.m. Copies of the filing will also be 

available for inspection and copying at 

the NYSE’s principal office 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– 

NYSEAMEX–2009–44 and should be 

submitted on or before September 16, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20545 Filed 8–25–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60542; File No. SR–NYSE– 

2009–60] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving a Proposed Rule Change in 

Connection With the Proposal of NYSE 

Euronext To Require That at Least 

Three-Fourths of Its Directors Satisfy 

Independence Requirements 

August 19, 2009. 

I. Introduction 

On June 23, 2009, the New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 


jlentini on DSKJ8SOYB1PROD with NOTICES
43194 Federal Register / Vol. 74, No. 164 / Wednesday, August 26, 2009 / Notices 

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. 

5See Securities Exchange Act Release No. 60261 

(July 8, 2009), 74 FR 34609 (‘‘Notice’’). 

6Section 7.3(G) of the Corporation’s Bylaws 

defines ‘‘U.S. Regulated Subsidiaries’’ as New York 

Stock Exchange LLC, NYSE Market, Inc., NYSE 

Regulation, Inc., NYSE Arca, LLC, NYSE Arca, Inc., 

NYSE Arca Equities, Inc. and NYSE Alternext US 

LLC or their successors, in each case to the extent 

that such entities continue to be controlled, directly 

or indirectly, by the Corporation. 

7See Section 3.4 of the Amended and Restated 

Bylaws of NYSE Euronext (‘‘Bylaws’’). 

8See e.g., Section 3.2 of the Bylaws (Certain 

Qualifications for the Board of Directors). 9There are currently 18 directors on the Board, 

including the Chief Executive Officer and the 

Deputy Chief Executive Officer. The Bylaws 

currently require 16 of the directors (i.e., all but the 

two aforementioned employees) to be independent. 

The proposed amendment to the Bylaws would 

require a minimum of 14 of the directors to be 

independent. 10 15 U.S.C. 78f(b)(1). 11 15 U.S.C. 78(f)(b)(5). 12 In approving this 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). 

13 15 U.S.C. 78s(b)(2). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

Exchange Act of 1934 (the ‘‘Act’’) 2 and 

Rule 19b–4 thereunder,3 a proposed rule 

change to amend the Bylaws of its 

ultimate parent, NYSE Euronext 

(‘‘Corporation’’),4 and the Corporation’s 

Director Independence Policy to require 

that at least three-fourths of the 

members of the Corporation’s Board of 

Directors (‘‘Board’’) satisfy 

independence requirements. The 

proposed rule change was published for 

comment in the Federal Register on July 

16, 2009.5 The Commission received no 

comments regarding the proposal. This 

order approves the proposed rule 

change. 

II. Description of the Proposal 

Section 10.10(C) of the Corporation’s 

Bylaws provides, among other things, 

that for so long as the Corporation shall 

control, directly or indirectly, any U.S. 

Regulated Subsidiaries,6 before any 

amendment or repeal of any provision 

of the Bylaws shall be effective, such 

amendment or repeal shall be filed with 

or filed with and approved by the 

Commission under Section 19 of the Act 

and the rules promulgated thereunder. 

Consistent with this requirement, NYSE 

filed this proposed rule change. 

Currently, the Corporation’s Bylaws and 

Director Independence Policy require 

that all members of the Board, other 

than the Chief Executive Officer and the 

Deputy Chief Executive Officer, must 

satisfy the independence requirements 

for directors of the Corporation.7 The 

proposed rule change would permit the 

Corporation to amend its Bylaws and 

Director Independence Policy to require 

that at least three-fourths of the 

members of the Board satisfy the 

independence requirements for 

directors of the Corporation. 

The Exchange stated that the 

proposed amendment to the Bylaws and 

Director Independence Policy would not 

alter or amend the standards by which 

the Corporation determines whether an 

individual director is independent; 

would not affect the independence 

requirements of the Exchange with 

respect to its directors or the director 

independence requirements of any of 

the other self-regulatory organizations 

for which the Corporation is the 

ultimate parent or of NYSE Group, Inc., 

the intermediate holding company, 

including in each case the number of 

required independent directors; and 

would not affect other director 

qualification requirements set forth in 

the Bylaws of the Corporation.8

The Exchange further stated that the 

current board independence 

requirement eliminates from 

consideration as potential directors of 

the Corporation a substantial number of 

individuals who could contribute 

significantly to the deliberations of the 

Corporation’s Board by virtue of their 

knowledge, ability, and experience. The 

Exchange believes that the proposed 

rule change would continue to protect 

the independent judgment of the Board, 

while permitting the Corporation to 

consider a broader range of experienced 

and knowledgeable individuals as 

directors.9

III. Discussion 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange. Specifically, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(1) of the Act,10 which requires, 

among other things, that an exchange be 

so organized and have the capacity to be 

able to carry out the purposes of the Act. 

The Commission also finds that the 

proposed rule change is consistent with 

Section 6(b)(5) of the Act,11 which 

requires, among other things, that the 

rules of a national securities exchange 

be designed to prevent fraudulent and 

manipulative acts and practices, 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.12

The Bylaws currently require that 16 

of the 18 directors of the Corporation’s 

Board (all the directors except the Chief 

Executive Officer and the Deputy Chief 

Executive Officer) must satisfy the 

Corporation’s independence 

requirements. The Commission notes 

that the proposed rule change, which 

would require that at least three-fourths 

of the Board to be independent, would 

still require a minimum of 14 directors 

to satisfy the Corporation’s 

independence requirements. The 

Commission also notes that the proposal 

would not alter the Corporation’s 

standards for determining director 

independence. The Commission 

believes that the proposal strikes a 

reasonable balance between the goals of 

retaining highly qualified and 

experienced directors for Board service 

and protecting the exercise of 

independent judgment by the 

Corporation’s Board. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,13 that the 

proposed rule change (SR–NYSE–2009– 

60) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20544 Filed 8–25–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60537; File No. SR–ISE– 

2009–63] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to Fee Changes 

August 19, 2009. 

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 August 7, 

2009, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) 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 selfregulatory organization. The 

Commission is publishing this notice to 


jlentini on DSKJ8SOYB1PROD with NOTICES