Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 47837 

8 15 U.S.C. 78f(b)(5). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

notification in the event of ‘‘material 

non-compliance’’ as provided by the 

current rule. 

Section 303A.14—Web site 

requirement: 

Listed companies have expressed 

confusion regarding the placement 

within Section 303A of the requirement 

contained in Section 303A.14 that each 

listed company must maintain a 

publicly accessible Web site. As a result, 

the Exchange proposes to redesignate 

Section 303A.14 as Section 307.00 and 

to clarify in the commentary that this 

requirement applies to companies 

subject to Web site posting requirements 

under any applicable provision of the 

Listed Company Manual, rather than 

just Section 303A. Section 307 will 

specify that companies’ Web sites must 

be accessible from the United States, 

must clearly indicate in the English 

language the location of the documents 

on the Web site that are required to be 

posted and such documents must be 

printable in the English language. 

Section 307.00: 

Section 307.00 of the Listed Company 

Manual sets out guidance regarding 

related party transactions. As this 

guidance is duplicative of Section 314 

(‘‘Related Party Transactions’’) and is 

therefore redundant, the Exchange 

proposes to eliminate Section 307. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 8 that an exchange 

have rules that are 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, in general, to protect investors and 

the public interest. The Exchange 

believes the proposed amendments are 

consistent with the protection of 

investors and the public interest, as they 

simply apply existing principles of 

Section 303A to situations not currently 

covered by the rules, clarify existing 

interpretations of Exchange rules and 

harmonize Exchange disclosure 

requirements with those of the 

Commission and, therefore, do not 

substantively lessen the Exchange’s 

regulatory requirements for listed 

companies. 

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 35 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 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–2009–89 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–2009–89. 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 

Section, 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 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–2009–89 and should 

be submitted on or before October 5, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary 

[FR Doc. E9–22392 Filed 9–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60648; File No. SR–FINRA– 

2009–048] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Order Approving 

Proposed Rule Change To Adopt 

FINRA Rule 5230 (Payments Involving 

Publications That Influence the Market 

Price of a Security) in the Consolidated 

FINRA Rulebook 

September 10, 2009. 

On July 21, 2009, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) (f/k/a National Association 

of Securities Dealers, Inc. (‘‘NASD’’)) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend the By-Laws of FINRA 

Regulation, Inc. (‘‘FINRA Regulation’’) 

to adopt NASD Rule 3330 (Payment 

Designed to Influence Market Prices, 

Other than Paid Advertising) as FINRA 

Rule 5230 in the consolidated FINRA 

rulebook, with several changes to clarify 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
47838 Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 

3See Securities Exchange Act Release No. 60422 

(August 3, 2009), 74 FR 39725. 

4 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition and capital formation. See 

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

5 15 U.S.C. 78o–3(b)(6). 

6 15 U.S.C. 78s(b)(2) 

7 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. 

5See Section 3.4 of the ‘‘Amended and Restated 

Bylaws of NYSE Euronext.’’ The provisions of any 

other internal policy documents of the Corporation 

containing substantially equivalent language will be 

modified to conform with the proposed Bylaw and 

Director Independence Policy changes. 6Securities Exchange Act Release No. 60542 

(August 19, 2009), 74 FR 43193 (August 26, 2009) 

(SR–NYSE–2009–60). 

7The Commission notes that Exhibit 5 is attached 

to the rule filing filed with the Commission, but not 

to this release. 

the scope of the rule. The proposed rule 

change was published for comment in 

the Federal Register on August 7, 2009.3

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change. 

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 

association.4 In particular, the 

Commission finds that the proposed 

rule change is consistent with the 

provisions of Section 15A(b)(6) of the 

Act,5 which requires, among other 

things, that FINRA rules 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 

should continue to protect investors and 

promote the maintenance of fair, orderly 

and efficient markets by modernizing 

and clarifying the regulations that apply 

when payments are made in connection 

with the publication or circulation of 

media that could have an effect on the 

market price of any security. The 

Commission notes that the types of 

media that could have an effect on the 

market price of a security have changed 

since NASD Rule 3330 was last 

amended. Therefore, the updating of the 

list of media in proposed FINRA Rule 

5230 will modernize the regulation. 

The Commission also notes that 

payments for the publication of 

information relating to securities are 

permitted in certain circumstances 

under Section 17(b) of the Securities Act 

and under NASD Rule 2711(h)(13). 

Therefore, the Commission believes that 

the amendment to the rule will clarify 

that proposed FINRA Rule 5230 is 

consistent with these and other 

regulations where such payments are 

explicitly permitted. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,6 that the 

proposed rule change (SR–FINRA– 

2009–048) be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–22371 Filed 9–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60647; File No. SR– 

NYSEAmex–2009–60] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of a Proposed Rule Change by NYSE 

Amex LLC in Connection With the 

Proposal of NYSE Euronext To Require 

That at Least Three-Fourths of Its 

Directors Satisfy Independence 

Requirements 

September 10, 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 

September 4, 2009, NYSE Amex LLC 

(‘‘NYSE Amex’’ 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. 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 

and Director Independence Policy to 

require that at least three-fourths of the 

members of its Board of Directors shall 

satisfy the independence requirements 

for directors of the Corporation. 

Currently the bylaws and Director 

Independence Policy require that all 

members of the Board of Directors, other 

than the Chief Executive Officer and the 

Deputy Chief Executive Officer, shall 

satisfy the independence requirements.5

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.6

The text of the proposed rule change is 

attached hereto as Exhibit 5,7 and is 

available on the Exchange’s Web site at 

http://www.nyse.com, at the Exchange’s 

principal office, and at the Public 

Reference Room of the Commission. 

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 

Currently, the Bylaws of the 

Corporation, which is the ultimate 

parent company of the Exchange, 

require that ‘‘all members of the Board 

of Directors, other than the Chief 

Executive Officer and the Deputy Chief 

Executive Officer, shall satisfy the 

independence requirements for 

directors of the Corporation, as modified 

and amended by the Board of Directors 

from time to time.’’ Similarly, the 

Director Independence Policy of the 

Corporation states that ‘‘[e]ach Director 

(other than the Chief Executive Officer 

and the Deputy Chief Executive Officer), 

including the Chairman of the Board 

and the Deputy Chairman of the Board 

if not also the Chief Executive Officer or 

the Deputy Chief Executive Officer, 

shall be independent within the 

meaning of this Policy.’’ The 

Corporation desires to amend both 

documents to strike a more appropriate 

balance between the independence 

requirements and other qualifications of 

its directors. Specifically, the 

Corporation proposes to revise the 

independence standard in the Bylaws to 


cprice-sewell on DSK2BSOYB1PROD with NOTICES