76870 Federal Register / Vol. 88, No. 214 / Tuesday, November 7, 2023 / Notices 

34See supra note 23. 

35See supra note 12 (noting concerns about 

market volatility in stock prices if a market 

participant misses the current one business day 

announcement and continues to accept orders at 

pre-split prices and trading inaccurate share 

amounts). The Exchange also state that it believes 

the changes to both the notification and disclosure 

requirements should help to address these concerns 

about trading volatility and potential price 

mistakes. See Notice, supra note 3, at 51378. See 

also proposed Nasdaq Rule 5250(b)(4). 

36See Virtu Letter, supra note 3 (stating that, 

among other things, (i) shortening the notice 

requirement to Nasdaq from 15 calendar days to 

five business days before the planned reverse stock 

split would ‘‘provide issuers with additional time 

to obtain more complete data and thorough 

information before reporting the planned corporate 

action to Nasdaq,’’ and ‘‘result in Nasdaq having 

more complete information in advance of the 

planned reverse split date to ensure that all of the 

technical requirements have been satisfied’’; and (ii) 

increasing the public notice requirement to two 

business days ‘‘will enable market participants to 

plan more effectively for a reverse stock split, 

which will contribute to the maintenance of fair, 

orderly, and efficient markets’’); Robinhood Letter, 

supra note 3 (expressing general support for the 

proposal and, in particular, the requirement to 

increase the public notice requirement to two 

business days). 

37 15 U.S.C. 78f(b)(5). 

38 15 U.S.C. 78s(b)(2). 

39 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4 

submit a completed Company Event 

Notification Form no later than 12:00 

p.m. ET five business days prior to the 

market effective date will help ensure 

that Nasdaq has timely, complete, and 

accurate information to process the 

reverse stock split prior to the effective 

date.34 While Nasdaq currently is 

required to receive notification and 

certain information about a reverse 

stock split no later than 15 calendar 

days before it is scheduled to occur, 

Nasdaq has represented in its proposal 

that this longer time frame creates issues 

because some of the terms of the reverse 

stock split may not be set or available 

at that time or may change before the 

reverse stock split is to occur. As 

Nasdaq has stated, shortening the 

timeframe for notifying the Exchange 

about a reverse stock split to five 

business days should help to reduce the 

possibility of errors and allow 

companies to provide more complete 

and accurate information about a 

reverse stock split in a single 

submission to Nasdaq. This can also 

inure to the benefit of investors by 

ultimately providing the marketplace 

with improved and timely information 

about a reverse stock split. 

The Commission also believes that the 

other changes in proposed Nasdaq Rule 

5250(e)(7) and to the Company 

Notification Form appear to be 

reasonable additions to address 

Nasdaq’s and market participants’ 

concerns about having adequate, 

accurate, and complete information in a 

timely manner about reverse stock 

splits. As described above, these 

changes include, among others, 

requiring companies to submit a draft of 

its public disclosure of the reverse stock 

split no later than 12 p.m. ET five 

business days prior to the market 

effective date so that the Exchange can 

ensure the disclosure aligns with the 

announcement Nasdaq will be making, 

including on the split ratio and effective 

date of the reverse split. In addition, as 

described above, new Nasdaq Rule 

5250(e)(7) will specifically indicate that 

in certain circumstances such as when 

a company takes action to effect a 

reverse stock split but has failed to 

satisfy the rule’s requirements or a 

company provides incomplete or 

inaccurate information about the timing 

or ratio of the reverse stock split in its 

public disclosure, Nasdaq will halt the 

trading in the stock in accordance with 

its provisions on material news halts in 

Equity Rule 4, Rule 4120(a)(1). 

The proposal will also provide the 

investing public and other market 

participants with at least one additional 

business day of public notice to help 

reduce the risk that investors and 

brokers inadvertently miss the public 

announcement of the reverse stock split 

or fail to process the event in their 

systems, helping to maintain fair and 

orderly markets, and protecting 

investors and the public interest.35

The Commission also finds that the 

other changes in proposed Nasdaq Rule 

5250(b)(1) and the addition of Nasdaq 

Rule 5250(b)(4) and IM–5250–3 will 

enhance the transparency of the reverse 

stock split disclosure process to issuers 

and investors. Finally, the Commission 

notes that the two comment letters 

received on the proposal were 

supportive.36

For the reasons discussed above, the 

Commission finds that the proposed 

rule change is consistent with section 

6(b)(5) of the Act 37 and the rules and 

regulations thereunder applicable to a 

national securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act,38 that the 

proposed rule change (SR–NASDAQ– 

2023–025), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–24522 Filed 11–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98833; File No. SR–ICC– 

2023–014] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule Change Relating to the 

Clearance of Additional Credit Default 

Swap Contracts 

November 1, 2023. 

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

Securities Exchange Act of 1934,1 and 

Rule 19b–4,2 notice is hereby given that 

on October 25, 2023, ICE Clear Credit 

LLC (‘‘ICC’’) filed with the Securities 

and Exchange Commission the proposed 

rule change as described in Items I, II 

and III below, which Items have been 

prepared primarily by ICC. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The principal purpose of the 

proposed rule change is to revise the 

ICC Rulebook (the ‘‘Rules’’) to provide 

for the clearance of additional Standard 

Emerging Market Sovereign Single 

Name CDS contracts (‘‘EM Contracts’’). 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICC 

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 

in Item IV below. ICC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

(a) Purpose 

The purpose of the proposed rule 

change is to adopt rules that will 

provide the basis for ICC to clear 

additional CDS contracts. ICC proposes 

to make such change effective following 

Commission approval of the proposed 

rule change. ICC believes the addition of 

these EM Contracts will benefit the 

market for CDS by providing market 

participants the benefits of clearing, 

including reduction in counterparty 

risk, and safeguarding of margin assets 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 88, No. 214 / Tuesday, November 7, 2023 / Notices 76871 

3 15 U.S.C. 78q–1(b)(3)(F). 

4 Id. 

5 17 CFR 240.17Ad–22. 

6 17 CFR 240.17Ad–22(e)(6)(i). 

7 Id. 

8 17 CFR 240.17Ad–22(e)(4)(ii). 

9 Id. 

10 17 CFR 240.17Ad–22(e)(17)(i) and (ii). 

11 Id. 

12 17 CFR 240.17Ad–22(e)(8), (9) and (10). 

13 Id. 

14 17 CFR 240.17Ad–22(e)(2)(i) and (v). 

pursuant to clearing house rules. 

Clearing of the additional EM Contracts 

will not require any changes to ICC’s 

Risk Management Framework or other 

policies and procedures constituting 

rules within the meaning of the 

Securities Exchange Act of 1934 

(‘‘Act’’). 

ICC proposes amending Subchapter 

26D of its Rules to provide for the 

clearance of additional EM Contracts, 

specifically the Kingdom of Morocco 

and the Federal Republic of Nigeria. 

These additional EM Contracts have 

terms consistent with the other EM 

Contracts approved for clearing at ICC 

and governed by Subchapter 26D of the 

Rules. Minor revisions to Subchapter 

26D (Standard Emerging Market 

Sovereign (‘‘SES’’) Single Name) are 

made to provide for clearing the 

additional EM Contracts. Specifically, in 

Rule 26D–102 (Definitions), ‘‘Eligible 

SES Reference Entities’’ is modified to 

include the Kingdom of Morocco and 

the Federal Republic of Nigeria in the 

list of specific Eligible SES Reference 

Entities to be cleared by ICC. 

(b) Statutory Basis 

Section 17A(b)(3)(F) of the Act 3

requires, among other things, that the 

rules of a clearing agency be designed to 

promote the prompt and accurate 

clearance and settlement of securities 

transactions and, to the extent 

applicable, derivative agreements, 

contracts, and transactions; to assure the 

safeguarding of securities and funds 

which are in the custody or control of 

ICC or for which it is responsible; and 

to comply with the provisions of the Act 

and the rules and regulations 

thereunder. The additional EM 

Contracts proposed for clearing are 

similar to the EM Contracts currently 

cleared by ICC and will be cleared 

pursuant to ICC’s existing clearing 

arrangements and related financial 

safeguards, protections, and risk 

management procedures. Clearing of the 

additional EM Contracts will allow 

market participants an increased ability 

to manage risk and ensure the 

safeguarding of margin assets pursuant 

to clearing house rules. ICC believes that 

acceptance of the new EM Contracts, on 

the terms and conditions set out in the 

Rules, is consistent with the prompt and 

accurate clearance and settlement of 

securities transactions and derivative 

agreements, contracts and transactions 

cleared by ICC, the safeguarding of 

securities and funds in the custody or 

control of ICC or for which it is 

responsible, and the protection of 

investors and the public interest, within 

the meaning of section 17A(b)(3)(F) of 

the Act.4

Clearing of the additional EM 

Contracts will also satisfy the relevant 

requirements of Rule 17Ad–22,5 as set 

forth in the following discussion. 

Rule 17Ad–22(e)(6)(i) 6 requires each 

covered clearing agency to establish, 

implement, maintain, and enforce 

written policies and procedures 

reasonably designed to cover its credit 

exposures to its participants by 

establishing a risk-based margin system 

that, at a minimum, considers, and 

produces margin levels commensurate 

with, the risks and particular attributes 

of each relevant product, portfolio, and 

market. In terms of financial resources, 

ICC will apply its existing margin 

methodology to the new EM Contracts, 

which are similar to the EM Contracts 

currently cleared by ICC. ICC believes 

that this model will provide sufficient 

margin requirements to cover its credit 

exposure to its clearing members from 

clearing such contracts, consistent with 

the requirements of Rule 17Ad– 

22(e)(6)(i).7

Rule 17Ad–22(e)(4)(ii) 8 requires each 

covered clearing agency to establish, 

implement, maintain, and enforce 

written policies and procedures 

reasonably designed to effectively 

identify, measure, monitor, and manage 

its credit exposures to participants and 

those arising from its payment, clearing, 

and settlement processes, including by 

maintaining additional financial 

resources at the minimum to enable it 

to cover a wide range of foreseeable 

stress scenarios that include, but are not 

limited to, the default of the two 

participant families that would 

potentially cause the largest aggregate 

credit exposure for the covered clearing 

agency in extreme but plausible market 

conditions. ICC believes its Guaranty 

Fund, under its existing methodology, 

will, together with the required initial 

margin, provide sufficient financial 

resources to support the clearing of the 

additional EM Contracts, consistent 

with the requirements of Rule 17Ad– 

22(e)(4)(ii).9

Rule 17Ad–22(e)(17) 10 requires, in 

relevant part, each covered clearing 

agency to establish, implement, 

maintain, and enforce written policies 

and procedures reasonably designed to 

manage its operational risks by (i) 

identifying the plausible sources of 

operational risk, both internal and 

external, and mitigating their impact 

through the use of appropriate systems, 

policies, procedures, and controls; and 

(ii) ensuring that systems have a high 

degree of security, resiliency, 

operational reliability, and adequate, 

scalable capacity. ICC believes that its 

existing operational and managerial 

resources will be sufficient for clearing 

of the additional EM Contracts, 

consistent with the requirements of Rule 

17Ad–22(e)(17),11 as the new contracts 

are substantially the same from an 

operational perspective as existing 

contracts. 

Rule 17Ad–22(e)(8), (9) and (10) 12

requires each covered clearing agency to 

establish, implement, maintain, and 

enforce written policies and procedures 

reasonably designed to define the point 

at which settlement is final to be no 

later than the end of the day on which 

payment or obligation is due and, where 

necessary or appropriate, intraday or in 

real time; conduct its money settlements 

in central bank money, where available 

and determined to be practical by the 

Board, and minimize and manage credit 

and liquidity risk arising from 

conducting its money settlements in 

commercial bank money if central bank 

money is not used; and establish and 

maintain transparent written standards 

that state its obligations with respect to 

the delivery of physical instruments, 

and establish and maintain operational 

practices that identify, monitor, and 

manage the risks associated with such 

physical deliveries. ICC will use its 

existing rules, settlement procedures 

and account structures for the new EM 

Contracts, which are similar to the SES 

contracts currently cleared by ICC, 

consistent with the requirements of Rule 

17Ad–22(e)(8), (9) and (10) 13 as to the 

finality and accuracy of its daily 

settlement process and addressing the 

risks associated with physical 

deliveries. 

Rule 17Ad–22(e)(2)(i) and (v) 14

requires each covered clearing agency to 

establish, implement, maintain, and 

enforce written policies and procedures 

reasonably designed to provide for 

governance arrangements that are clear 

and transparent and specify clear and 

direct lines of responsibility. ICC 

determined to accept the additional EM 

Contracts for clearing in accordance 

with its governance process, which 

included review of the contract and 

related risk management considerations 

by the ICC Risk Committee and approval 


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76872 Federal Register / Vol. 88, No. 214 / Tuesday, November 7, 2023 / Notices 

15 Id. 

16 17 CFR 240.17Ad–22(e)(13). 

17 Id. 

18 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

by the ICC Board. These governance 

arrangements continue to be clear and 

transparent, such that information 

relating to the assignment of 

responsibilities and the requisite 

involvement of the ICC Board and 

committees is clearly detailed in the ICC 

Rules and policies and procedures, 

consistent with the requirements of Rule 

17Ad–22(e)(2)(i) and (v).15

Rule 17Ad–22(e)(13) 16 requires each 

covered clearing agency to establish, 

implement, maintain, and enforce 

written policies and procedures 

reasonably designed to ensure it has the 

authority and operational capacity to 

take timely action to contain losses and 

liquidity demands and continue to meet 

its obligations by, at a minimum, 

requiring its participants and, when 

practicable, other stakeholders to 

participate in the testing and review of 

its default procedures, including any 

close-out procedures, at least annually 

and following material changes thereto. 

ICC will apply its existing default 

management policies and procedures for 

the additional EM Contracts. ICC 

believes that these procedures allow for 

it to take timely action to contain losses 

and liquidity demands and to continue 

meeting its obligations in the event of 

clearing member insolvencies or 

defaults in respect of the additional 

single name, in accordance with Rule 

17Ad–22(e)(13).17

(B) Clearing Agency’s Statement on 

Burden on Competition 

ICC does not believe the proposed 

amendments will have any impact, or 

impose any burden, on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. As discussed 

above, the purpose of the proposed rule 

change is to adopt rules that will 

provide the basis for ICC to clear 

additional credit default swap contracts. 

The additional EM Contracts will be 

available to all ICC participants for 

clearing. The clearing of the additional 

EM Contracts by ICC does not preclude 

the offering of the additional EM 

Contracts for clearing by other market 

participants. Accordingly, ICC does not 

believe that clearance of the additional 

EM Contracts will impose any burden 

on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants or Others 

Written comments relating to the 

proposed rule change have not been 

solicited or received. ICC will notify the 

Commission of any written comments 

received by ICC. 

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 

up to 90 days (i) as the Commission may 

designate 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 

such 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

ICC–2023–014 on the subject line. 

Paper Comments 

Send paper comments in triplicate to 

Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to file 

number SR–ICC–2023–014. This file 

number should be included on the 

subject line if email 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 website (https://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 website 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 filings 

will also be available for inspection and 

copying at the principal office of ICE 

Clear Credit and on ICE Clear Credit’s 

website at https://www.ice.com/clearcredit/regulation. 

Do not include personal identifiable 

information in submissions; you should 

submit only information that you wish 

to make available publicly. We may 

redact in part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. All submissions should refer 

to File Number SR–ICC–2023–014 and 

should be submitted on or before 

November 28, 2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–24517 Filed 11–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98836; File No. SR– 

CboeEDGA–2023–018] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Rules Relating to the Continuing 

Education for Registered Persons 

November 1, 2023. 

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 October 

19, 2023, Cboe EDGA Exchange, Inc. 

(the ‘‘Exchange’’ or ‘‘EDGA’’) 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 Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to section 19(b)(3)(A)(iii) of the 

Act 3 and Rule 19b–4(f)(6) thereunder.4

The Commission is publishing this 


khammond on DSKJM1Z7X2PROD with NOTICES