47828 Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 

1On September 11, 2009, the Commission issued 

an order granting EDGX and EDGA exemptive 

relief, subject to certain conditions, in connection 

with the filing of their Form 1 applications. See 

Securities Exchange Act Release No. 60650. 

2 15 U.S.C. 78s(a). 

3EDGX and EDGA represented that the Step-Up 

functionality, set forth in the Form 1 applications, 

is the same functionality as Enhanced Liquidity 

Provider (‘‘ELP’’) functionality offered by Direct 

Edge ECN LLC (‘‘DECN’’). EDGX and EDGA also 

agreed to amend the Form 1 applications to comply 

with any Commission rulemaking in this area. See 

Letter from William O’Brien, Chief Executive 

Officer, Direct Edge Holdings LLC, DECN, EDGX, 

and EDGA, to James Brigagliano, Co-Acting 

Director, Division of Trading and Markets, 

Commission, dated August 10, 2009. 

1 17 CFR 240.0–12. 

2 15 U.S.C. 78mm(a)(1). 

3 17 CFR 240.6a–1(a) and 6a–2. See letter from 

Eric W. Hess, General Counsel and Secretary, EDGA 

and EDGX, to Elizabeth Murphy, Secretary, 

Commission, dated July 30, 2009 (‘‘Exemption 

Request’’). 

4Specifically, Exhibit C requires the applicant to 

provide, for each subsidiary or affiliate, and for any 

entity that operates an electronic trading system 

used to effect transactions on the exchange: (1) The 

name and address of the organization; (2) the form 

of organization; (3) the name of the State and statute 

citation under which it is organized, and the date 

of its incorporation in its present form; (4) a brief 

description of the nature and extent of the 

affiliation; (5) a brief description of the 

organization’s business or function; (6) a copy of the 

organization’s constitution; (7) a copy of the 

organization’s articles of incorporation or 

association, including all amendments; (8) a copy 

of the organization’s by-laws or corresponding rules 

or instruments; (9) the name and title of the 

‘‘Exchanges’’) submitted to the 

Securities and Exchange Commission 

(‘‘Commission’’) Form 1 applications 

under the Securities Exchange Act of 

1934 (‘‘Exchange Act’’), seeking 

registration as national securities 

exchanges under Section 6 of the 

Exchange Act.1 On July 30, 2009, the 

Exchanges each submitted Amendment 

No. 1 to their Form 1 applications. The 

Commission is publishing this notice to 

solicit comments on the Exchanges’ 

Form 1 applications, as amended. The 

Commission will take these comments 

into consideration in making its 

determination about whether to grant 

the Exchanges’ requests to be registered 

as national securities exchanges. The 

Commission will grant the registrations 

if it finds that the requirements of the 

Exchange Act and the rules and 

regulations thereunder with respect to 

the Exchanges are satisfied.2

The Exchanges’ Form 1 applications, 

as amended, provide detailed 

information on how they propose to 

satisfy the requirements of the Exchange 

Act. In general, the Exchanges, which 

are wholly-owned subsidiaries of Direct 

Edge Holdings LLC, will each operate 

separate fully automated electronic 

books for orders to buy or sell securities 

with continuous, automated matching 

functions.3 Liquidity on the Exchanges 

will be derived from orders to buy and 

orders to sell submitted to the 

Exchanges electronically by their 

respective members from remote 

locations. Neither EDGX nor EDGA will 

have a trading floor, nor will they have 

exchange specialists or market makers. 

The Exchanges’ Form 1 applications, as 

amended, are available at the 

Commission’s Public Reference Room 

and http://www.sec.gov. 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the Exchanges’ 

Form 1 applications, as amended, 

including whether the Exchanges’ 

applications, as amended, are consistent 

with the Exchange 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/other.shtml); or 

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

Number(s) 10–193 (for EDGX) and 10– 

194 (for EDGA) on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number(s) 10–193 (for EDGX) and 10– 

194 (for EDGA). These file number(s) 

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/other.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the Exchanges’ Form 1 

applications filed with the Commission, 

and all written communications relating 

to the application 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, on official business days 

between the hours of 10 a.m. and 3 p.m. 

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(s) 10–193 (for EDGX) and 10– 

194 (for EDGA) and should be submitted 

on or before November 2, 2009. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–22347 Filed 9–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60650] 

Order Granting Application by EDGX 

Exchange, Inc. and EDGA Exchange, 

Inc. for a Conditional Exemption 

Pursuant to Section 36(a) of the 

Exchange Act From Certain 

Requirements of Rules 6a–1 and 6a–2 

Under the Exchange Act 

September 11, 2009. 

I. Introduction 

EDGX Exchange, Inc. (‘‘EDGX’’) and 

EDGA Exchange, Inc. (‘‘EDGA,’’ and, 

together with EDGX, the ‘‘Applicants’’) 

each submitted to the Securities and 

Exchange Commission (‘‘Commission’’) 

an application on Form 1 under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) to register as a 

national securities exchange. In 

addition, the Applicants, pursuant to 

Rule 0–12 1 under the Exchange Act, 

have requested an exemption under 

Section 36(a)(1) of the Exchange Act 2

from certain requirements of Rules 6a– 

1(a) and 6a–2 under the Exchange Act.3

This order grants the Applicants’ 

request for exemptive relief, subject to 

the satisfaction of certain conditions, 

which are outlined below. 

II. Application for Conditional 

Exemption From Certain Requirements 

of Exchange Act Rules 6a–1 and 6a–2 

A. Filing Requirements Under Exchange 

Act Rule 6a–1(a) 

Exchange Act Rule 6a–1(a) requires an 

applicant for registration as a national 

securities exchange to file an 

application with the Commission on 

Form 1. Exhibit C to Form 1 requires the 

applicant to provide certain information 

with respect to each of its subsidiaries 

and affiliates.4 For purposes of Form 1, 


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Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 47829 

organization’s present officers, governors, members 

of all standing committees, or persons performing 

similar functions; and (10) an indication of whether 

the business or organization ceased to be associated 

with the applicant during the previous year, and a 

brief statement of the reasons for termination of the 

association. 

5Form 1 Instructions, Explanation of Terms, 17 

CFR 249.1. 

6 Id. 

7 Id. 

8 17 CFR 202.3(b)(2). Defective Form 1 

applications may be returned with a request for 

correction or held until corrected before being 

accepted as a filing. See 17 CFR 202.3(b)(2). See 

also Securities Exchange Act Release No. 40760 

(December 8, 1998), 63 FR 70844 (December 22, 

1998) (‘‘Regulation ATS Adopting Release’’) at note 

329 and accompanying text. 

9See Exemption Request, supra note 3. 

10See Exemption Request, supra note 3, at 2–3. 

See also Securities Exchange Act Release No. 59135 

(December 22, 2008), 73 FR 79954 (December 30, 

2008) (File No. SR–ISE–2008–85) (order approving 

ISE Holdings’ purchase of an ownership interest in 

DE Holdings). 

11SIX Swiss Exchange, a Swiss stock corporation, 

and Deutsche Borse, a German stock corporation, 

each own approximately 50% of Eurex Zurich. See 

Exemption Request, supra note 3, at 2–3. 

12See Exemption Request, supra note 3, at 3. 

13 Id. 

14 Id. 

15 Id. 

16 Id. The Applicants also believe that providing 

the information required by Exhibits C and D with 

respect to the Foreign Indirect Affiliates could raise 

confidentiality concerns because many of the 

Foreign Indirect Affiliates are not public 

companies. Id. 

an ‘‘affiliate’’ is ‘‘[a]ny person that, 

directly or indirectly, controls, is under 

common control with, or is controlled 

by, the national securities exchange 

* * * including any employees.’’ 5

Form 1 defines ‘‘control’’ as ‘‘[t]he 

power, directly or indirectly, to direct 

the management or policies of a 

company, whether through ownership 

of securities, by contract, or otherwise 

* * *.’’ 6 Form 1 provides, further, that 

any person that directly or indirectly 

has the right to vote 25% or more of a 

class of voting securities, or has the 

power to sell or direct the sale of 25% 

or more of a class of voting securities, 

is presumed to control the entity.7

Exhibit D to Form 1 requires an 

applicant for exchange registration to 

provide unconsolidated financial 

statements for the latest fiscal year for 

each subsidiary or affiliate. Exhibit D 

requires the financial statements to 

include, at a minimum, a balance sheet 

and an income statement with such 

footnotes and other disclosures as are 

necessary to avoid rendering the 

financial statements misleading. Exhibit 

D provides, in addition, that if any 

affiliate or subsidiary of the applicant is 

required by another Commission rule to 

submit annual financial statements, a 

statement to that effect, with a citation 

to the other Commission rule, may be 

provided in lieu of the financial 

statements required in Exhibit D. 

A Form 1 application is not 

considered filed until all necessary 

information, including financial 

statements and other required 

documents, have been furnished in the 

proper form.8

B. Filing Requirements Under Exchange 

Act Rule 6a–2 

Exchange Act Rule 6a–2(a)(2) requires 

a national securities exchange to update 

the information provided in Exhibit C 

within 10 days of any action that causes 

the information provided in Exhibit C to 

become inaccurate or incomplete. In 

addition, Exchange Act Rule 6a–2(b)(1) 

requires a national securities exchange 

to file Exhibit D on or before June 30 of 

each year, and Exchange Act Rule 6a– 

2(c) requires a national securities 

exchange to file Exhibit C every three 

years. 

C. Exemption Request 

On July 23, 2009, the Applicants 

requested that the Commission grant an 

exemption under Section 36 of the 

Exchange Act, subject to the conditions 

set forth below, from the requirement 

under Exchange Act Rule 6a–1 to file 

the information requested in Exhibits C 

and D to Form 1 for the ‘‘Foreign 

Indirect Affiliates,’’ as defined below, of 

the Applicants.9 In addition, the 

Applicants requested an exemption, 

subject to certain conditions, with 

respect to the Foreign Indirect Affiliates 

from the requirements under: (1) 

Exchange Act Rule 6a–2(a)(2) to amend 

Exhibit C within 10 days if the 

information in Exhibit C becomes 

inaccurate or incomplete; and (2) 

Exchange Act Rules 6a–2(b)(1) and (c) to 

file periodic updates to Exhibits C and 

D. 

The Applicants are wholly-owned 

subsidiaries of Direct Edge Holdings 

LLC (‘‘DE Holdings’’). International 

Securities Exchange Holdings, Inc. (‘‘ISE 

Holdings’’) owns a 31.54% ownership 

interest in DE Holdings.10 ISE Holdings 

is a wholly-owned subsidiary of U.S. 

Exchange Holdings, Inc., which is 

wholly-owned by a German stock 

corporation, Eurex Frankfurt AG 

(‘‘Eurex Frankfurt’’). Eurex Frankfurt is 

wholly-owned by Eurex Zurich AG 

(‘‘Eurex Zurich’’), a Swiss stock 

corporation owned by SIX Swiss 

Exchange AG (‘‘SIX Swiss Exchange’’), 

and Deutsche Borse AG (‘‘Deutsche 

Borse’’).11 SIX Swiss Exchange is a 

wholly-owned subsidiary of SIX Group 

AG (‘‘SIX Group’’), a Swiss stock 

corporation. According to the 

Applicants, Eurex Frankfurt, Eurex 

Zurich, SIX Swiss Exchange, Deutsche 

Borse, and SIX Group (collectively, the 

‘‘Foreign Direct Affiliates’’) hold 

ownership interests in excess of 25% in 

a large number of other foreign entities, 

some of which also own interests in 

excess of 25% in other entities (such 

Foreign Direct Affiliate-owned entities 

are referred to, collectively, as the 

‘‘Foreign Indirect Affiliates’’).12

Because of the limited and indirect 

nature of their connection to the Foreign 

Indirect Affiliates, the Applicants 

believe that the corporate and financial 

information of the Foreign Indirect 

Affiliates required by Exhibits C and D 

of Form 1 would have little relevance to 

the Commission’s review of the 

Applicants’ Form 1 applications or to 

the Commission’s ongoing oversight of 

the Applicants as national securities 

exchanges if the Commission approves 

the Applicants’ Form 1 applications.13

In this regard, the Exemption Request 

states that the Foreign Indirect Affiliates 

have no ability to influence the 

management, policies, or finances of the 

Applicants and no obligation to provide 

funding to, or ability to materially affect 

the funding of, the Applicants.14 The 

Exemption Request also states that (1) 

the Foreign Indirect Affiliates have no 

ownership interest in the Applicants or 

in any of the controlling shareholders of 

the Applicants; and (2) there are no 

commercial dealings between the 

Applicants and the Foreign Indirect 

Affiliates.15 Further, the Exemption 

Request states that obtaining detailed 

corporate and financial information 

with respect to the Foreign Indirect 

Affiliates (1) is unnecessary for the 

protection of investors and the public 

interest and (2) would be unduly 

burdensome and inefficient because 

these affiliates are located in foreign 

jurisdictions and the disclosure of such 

information could implicate foreign 

information sharing restrictions in such 

jurisdictions.16

As a condition to the granting of 

exemptive relief, the Applicants have 

agreed to provide: (i) A listing of the 

names of the Foreign Indirect Affiliates; 

(ii) an organizational chart setting forth 

the affiliation of the Foreign Indirect 

Affiliates and the Foreign Direct 

Affiliates and the Applicants; and (iii) 

in Exhibit C of the Applicants’ 

respective Form 1 applications, a 

description of the nature of the Foreign 

Indirect Affiliates’ affiliation with the 

Foreign Direct Affiliates and the 

Applicants. In addition, as a condition 

to the granting of exemptive relief from 

the requirements of Exchange Act Rule 

6a–2(a)(2), 6a–2(b)(1), and 6a–2(c), as 


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47830 Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 

17See Exemption Request, supra note 3, at 4. 

18 15 U.S.C. 78f. 

19Specifically, Section 6(a) of the Exchange Act 

states that ‘‘[a]n exchange may be registered as a 

national securities exchange * * * by filing with 

the Commission an application for registration in 

such form as the Commission, by rule, may 

prescribe containing the rules of the exchange and 

such other information and documents as the 

Commission, by rule, may prescribe as necessary or 

appropriate in the public interest or for the 

protection of investors.’’ Section 6 of the Exchange 

Act also sets forth various requirements to which 

a national securities exchange is subject. 

20 17 CFR 240.6a–1(a). 

21 17 CFR 202.3(b)(2). See also note 8, supra. 

22 15 U.S.C. 78mm(a)(1). 

23See Securities Exchange Act Release No. 18843 

(June 25, 1982), 47 FR 29259 (July 6, 1982) 

(proposing amendments to Form 1); see also Form 

1, 17 CFR 249.1, and Section II.A., supra. 

24Form 1, 17 CFR 249.1. See also note 4, supra. 

25See Regulation ATS Adopting Release, note 8, 

supra. 26 15 U.S.C. 78f(b) and 78s(a). Section 6(b) of the 

Exchange Act enumerates certain determinations 

that the Commission must make with respect to an 

exchange before registering the exchange as a 

national securities exchange. The Commission will 

not register an exchange as a national securities 

exchange unless it is satisfied that the exchange 

meets these requirements. See Regulation ATS 

Adopting Release, supra note 8, at IV.B. 

described above, the Applicants have 

agreed to provide amendments to the 

information required under conditions 

(i) through (iii) above on or before June 

30th of each year. Further, the 

Applicants note that they will provide 

the information required by Exhibits C 

and D for all of their affiliates other than 

the Foreign Indirect Affiliates, including 

the Foreign Direct Affiliates.17

III. Order Granting Conditional Section 

36 Exemption 

Section 6 of the Exchange Act 18 sets 

forth a procedure for an exchange to 

register as a national securities 

exchange.19 Exchange Act Rule 6a– 

1(a) 20 requires an application for 

registration as a national securities 

exchange to be filed on Form 1 in 

accordance with the instructions in 

Form 1. A Form 1 application is not 

considered filed until all necessary 

information, including financial 

statements and other required 

documents, have been furnished in the 

proper form.21 Exchange Act Rule 6a–2 

establishes ongoing requirements to file 

certain amendments to Form 1. 

Section 36(a)(1) of the Exchange Act 

provides that ‘‘the Commission, by rule, 

regulation, or order, may conditionally 

or unconditionally exempt any person, 

security, or transaction, or any class or 

classes of persons, securities, or 

transactions, from any provision or 

provisions of [the Exchange Act] or of 

any rule or regulation thereunder, to the 

extent that such exemption is necessary 

or appropriate in the public interest, 

and is consistent with the protection of 

investors.’’ 22

For the reasons discussed below, the 

Commission believes that it is 

appropriate in the public interest and 

consistent with the protection of 

investors to exempt the Applicants from 

the requirement under Exchange Act 

Rule 6a–1 to provide the information 

required in Exhibits C and D to Form 1 

with respect to the Foreign Indirect 

Affiliates, subject to the following 

conditions: 

(1) The Applicants must provide a list 

of the names of the Foreign Indirect 

Affiliates; 

(2) The Applicants must provide an 

organizational chart setting forth the 

affiliation of the Foreign Indirect 

Affiliates and the Foreign Direct 

Affiliates and the Applicants; and 

(3) As part of Exhibit C to the 

Applicants’ respective Form 1 

Applications, the Applicants must 

provide a description of the nature of 

the affiliation between the Foreign 

Indirect Affiliates and the Foreign Direct 

Affiliates and the Applicants. 

The Commission believes, further, 

that it is appropriate in the public 

interest and consistent with the 

protection of investors to exempt the 

Applicants, with respect to the Foreign 

Indirect Affiliates, from the 

requirements under: (a) Exchange Act 

Rule 6a–2(a)(2) to amend Exhibit C 

within 10 days of any action that 

renders the information in Exhibit C 

inaccurate or incomplete; (b) Exchange 

Act Rules 6a–2(c) to provide periodic 

updates of Exhibit C; and (c) Exchange 

Act Rules 6a–2(b)(1) to provide periodic 

updates of Exhibits D, subject to the 

condition that the Applicants provide 

amendments to the information required 

under conditions (1) through (3) above 

on or before June 30th of each year. 

As part of an application for exchange 

registration, the information included in 

Exhibits C and D is designed to help the 

Commission make the determinations 

required under Sections 6(b) and 19(a) 

of the Exchange Act with respect to the 

application. The updated Exhibit C and 

D information required under Exchange 

Act Rule 6a–2 is designed to help the 

Commission exercise its oversight 

responsibilities with respect to 

registered national securities exchanges. 

Specifically, Exhibit D is designed to 

provide the Commission with 

information concerning the financial 

status of an exchange and its affiliates 

and subsidiaries,23 and Exhibit C 

provides the Commission with the 

names and organizational documents of 

these affiliates and subsidiaries.24 Such 

information is designed to help the 

Commission determine whether an 

applicant for exchange registration 

would have the ability to carry out its 

obligations under the Exchange Act, and 

whether a registered national securities 

exchange continues to have the ability 

to carry out its obligations under the 

Exchange Act. 

Since the most recent amendments to 

Form 1 in 1998,25 many registered 

national securities exchanges that 

previously were member-owned 

organizations with few affiliated entities 

have demutualized. Some of these 

demutualized exchanges have been 

consolidated under holding companies 

with numerous affiliates that, in some 

cases, have only a limited and indirect 

connection to the registered national 

securities exchange, with no ability to 

influence the management or policies of 

the registered exchange and no 

obligation to fund, or to materially affect 

the funding of, the registered exchange. 

The Commission believes that, for these 

affiliated entities, the information 

required under Exhibits C and D would 

have limited relevance to the 

Commission’s review of an application 

for exchange registration or to its 

oversight of a registered exchange. 

Based on the Applicants’ 

representations, the indirect nature of 

the relationship between the Applicants 

and the Foreign Indirect Affiliates, and 

the information that the Applicants will 

provide with respect to the Foreign 

Direct Affiliates and the Foreign Indirect 

Affiliates, the Commission believes that 

it will have sufficient information to 

review the Applicants’ Form 1 

applications and to make the 

determinations required under Sections 

6(b) and 19(a) of the Exchange Act with 

respect to their applications for 

registration as national securities 

exchanges.26 The Commission believes, 

further, that it would have the 

information necessary to oversee the 

Applicants’ activities as national 

securities exchanges if the Commission 

approves the Applicants’ Form 1 

applications. In particular, the 

Commission notes that the Applicants 

have represented that they have no 

direct connection to the Foreign Indirect 

Affiliates, that the Foreign Indirect 

Affiliates have no ability to influence 

the management or policies of the 

Applicants, and that the Foreign 

Indirect Affiliates have no obligation to 

fund, or ability to materially affect the 

funding of, the Applicants. In addition, 

the Commission notes that the 

Applicants represented that: (1) The 

Foreign Indirect Affiliates have no 

ownership interest in the Applicants or 


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Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 47831 

27See Exemption Request, supra note 3, at 3. 

28See id. 

29 15 U.S.C. 78mm. 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 In Amendment No. 1, NYSE added a sentence 

to the purpose section describing where a copy of 

the proposed rule change may be obtained; clarified 

a sentence in the purpose section; revised the 

statutory basis section; and underlined a 

parenthetical in the proposed rule text to show new 

text. 

in any of the controlling shareholders of 

the Applicants; and (2) there are no 

commercial dealings between the 

Applicants and the Foreign Indirect 

Affiliates.27 The Commission also 

believes that, based on the Applicants’ 

representations, it could be burdensome 

for the Applicants to obtain detailed 

corporate and financial information 

with respect to the Foreign Indirect 

Affiliates because these affiliates are 

located in foreign jurisdictions and the 

disclosure of such information could 

implicate foreign information sharing 

restrictions in such jurisdictions.28

Given the limited and indirect 

relationship between the Applicants 

and the Foreign Indirect Affiliates and 

the location of the Foreign Indirect 

Affiliates in foreign jurisdictions, as 

described above, the Commission 

believes that the detailed corporate and 

financial information required in 

Exhibits C and D with respect to the 

Foreign Indirect Affiliates is 

unnecessary for the Commission’s 

review of the Applicants’ Form 1 

applications and would be unnecessary 

for the Commission’s oversight of the 

Applicants as registered national 

securities exchanges following any 

Commission approval of their Form 1 

applications. 

For the reasons discussed above, the 

Commission finds that the conditional 

exemptive relief requested by the 

Applicants is appropriate in the public 

interest and is consistent with the 

protection of investors. 

It is ordered, pursuant to Section 36 

of the Exchange Act,29 and subject to the 

conditions described above, that the 

Applicants are exempt from the 

requirements to: (1) Include in their 

Form 1 applications the information 

required in Exhibits C and D to Form 1 

with respect to the Foreign Indirect 

Affiliates; and (2) with respect to the 

Foreign Indirect Affiliates, update the 

information in Exhibits C and D to Form 

1 as required by Exchange Act Rules 6a– 

2(a)(2), 6a–2(b)(1), and 6a–2(c). 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–22346 Filed 9–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60653; File No. SR–NYSE– 

2009–89] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change As 

Modified by Amendment No. 1 To 

Amend Certain Corporate Governance 

Requirements 

September 11, 2009 

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 August 

26, 2009, 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, II, and III below, which Items 

have been prepared by the selfregulatory organization. NYSE filed 

Amendment No. 1 to the proposed rule 

change on September 10, 2009.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as amended, from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

certain of its corporate governance 

requirements set forth in Section 303A 

of the Listed Company Manual (the 

‘‘Manual’’). The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.nyse.com), at the Exchange’s 

Office of the Secretary, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, 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 

On November 4, 2003, the U.S. 

Securities and Exchange Commission 

(the ‘‘SEC’’) approved Section 303A of 

the Listed Company Manual. This 

section imposed significant corporate 

governance requirements on the 

Exchange’s listed companies and 

focused mainly on director 

independence and the duties of the 

audit, nomination and compensation 

committees of the board. The Exchange 

now proposes to amend Section 303A to 

clarify some of the disclosure 

requirements, to codify certain 

interpretations made since the rules 

were enacted, and to replace certain 

disclosure requirements by 

incorporating into the Exchange’s rules 

the applicable disclosure requirements 

of Regulation S–K. In addition, the 

Exchange is proposing to eliminate the 

current requirements of Section 307.00 

and redesignate Section 303A.14 as 

Section 307. 

The proposed changes to Sections 

303A and 307.00 will not take effect 

until January 1, 2010. Consequently, the 

existing text of these sections will 

remain in the Listed Company Manual 

through December 31, 2009 and will be 

removed immediately thereafter. Upon 

approval of this filing, the amended 

versions of those sections will also be 

included in the Listed Company 

Manual, with introductory text 

indicating that the revised text does not 

become operative until January 1, 2010. 

The Exchange proposes to amend 

references to the ‘‘company’’ throughout 

Section 303A to the ‘‘listed company,’’ 

wherever the context makes that change 

appropriate. 

The discussion below begins with a 

description of the proposed approach to 

corporate governance disclosures, as 

this approach is adopted consistently in 

numerous instances throughout Section 

303A. There then follows a detailed 

section-by-section description of all of 

the other proposed changes. 

Corporate Governance Disclosures: 

On August 29, 2006, in connection 

with amendments to its executive 

compensation and related person 

disclosure, the SEC adopted Item 407 of 

Regulation S–K to consolidate director 

independence and related corporate 

governance disclosure requirements 

under a single item and update such 


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