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[Federal Register Volume 89, Number 225 (Thursday, November 21, 2024)]
[Notices]
[Pages 92211-92213]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-27216]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101635; File No. SR-NYSENAT-2024-31]

Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
NYSE National Rule 7.13 To Remove References to the Chair of the Board 
and a Cross-Reference to NYSE National Rule 5.5

November 15, 2024.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on November 8, 2024, NYSE National, Inc. (``NYSE National'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend NYSE National Rule 7.13 to remove 
references to the Chair of the Board and a cross reference. The 
proposed rule change is available on the Exchange's website at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend NYSE National Rule 7.13 (Trading 
Suspensions) to remove references to the Chair of the Board of 
Directors of the Exchange (``Board'') and a cross reference.
    Under current Rule 7.13,\4\ except as otherwise stated in Rule 5.5, 
the Chair of the Board or the President of the Exchange, or the officer 
designee of the Chair or the President, has the power to suspend 
trading on any and all securities traded on the Exchange whenever in 
his or her opinion such suspension would be in the public interest. No 
such action shall continue longer than two days or as soon thereafter 
as a quorum of Directors can be assembled, unless the Board approves 
the continuation of such suspension.
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    \4\ The current text of Rule 7.13 was adopted in 2018. See 
Securities Exchange Act Release No. 83289 (May 17, 2018), 83 FR 
23968 (May 23, 2018) (SR-NYSENAT-2018-02) (Notice of Filing of 
Amendment No. 1 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Amended by Amendment No. 1, To Support the 
Re-Launch of NYSE National, Inc. on the Pillar Trading Platform).
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    The Exchange believes that it is advisable to remove the cross-
reference to Rule 5.5 in the current rule, as there is no Exchange Rule 
5.5. Although a Rule 5.5 was proposed at the same time as the current 
Rule 7.13, Rule 5.5 was removed from the relevant filing in an 
amendment.\5\ The cross-reference is therefore meaningless.
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    \5\ Proposed Rule 5.5 contained rules for the delisting of 
investment company units (an exchange traded product) and listed the 
rules pursuant to which the Exchange may have determined that it was 
appropriate to either suspend dealings in and/or remove securities 
from listing. Proposed Rule 5.5 was removed in an amendment of the 
relevant filing. See Exhibit 1 to SR-NYSENat-2018-02 (February 21, 
2018) (available at https://www.nyse.com/publicdocs/nyse/markets/nyse-national/rule-filings/filings/2018/NYSENat-2018-02,%20Re-file.pdf), and Amendment No. 1 to SR-NYSENat-2018-02 (May 16, 2018), 
at 10 (stating that ``in this Amendment No. 1, the Exchange will not 
be proposing rules relating to the listing of Exchange Traded 
Products in Rule[ ] 5'') (available at https://www.nyse.com/publicdocs/nyse/markets/nyse-national/rule-filings/filings/2018/NYSENAT-2018-02,%20Am.1.pdf). See also 83 FR 23968, supra note 4.
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    The Exchange believes that it is advisable to remove the references 
to the Chair in Rule 7.13 because the Chair has not acted under Rule 
7.13 since the rule was adopted and the Exchange does not anticipate 
that an independent or non-employee Chair will have sufficient 
involvement in the day-to-day

[[Page 92212]]

operations of the Exchange to act under the Rule.
    Moreover, the proposed changes to Rule 7.13 would make it 
substantially similar to the rule text governing Trading Suspensions 
currently in place on the Exchange's affiliate the New York Stock 
Exchange LLC (``NYSE'') in its Rule 7.13.\6\ The proposed changes to 
Rule 7.13 therefore would harmonize the Exchange's rules with those of 
its affiliate NYSE and provide for consistent authority to suspend 
trading across the Exchange and the NYSE.
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    \6\ The differences are that the NYSE rule uses ``CEO'' instead 
of ``President'' and ``trading on the Exchange'' instead of ``traded 
on the Exchange.'' See Securities and Exchange Act Release No. 
101477 (October 30, 2024), 89 FR 87917 (November 5, 2024) (SR-NYSE-
2024-58) (Order Approving a Proposed Rule Change to Amend NYSE Rule 
7.13).
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    To effectuate the change, the first sentence of Rule 7.13 would be 
amended as follows (proposed deletions bracketed, proposed additions 
italicized):

    [Except as otherwise stated in Rule 5.5, the Chair of the Board 
or t]The President, or the officer designee of [the Chair or] the 
President, shall have the power to suspend trading in any and all 
securities traded on the Exchange whenever in his or her opinion 
such suspension would be in the public interest.

    The requirement that no such action continue longer than two days 
or as soon thereafter as a quorum of Directors can be assembled, unless 
the Board approves the continuation of such suspension, would remain. 
No other changes to Rule 7.13 are proposed.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\7\ in general, and furthers the 
objectives of Section 6(b)(1) \8\ in particular, in that it enables the 
Exchange to be so organized as to have the capacity to be able to carry 
out the purposes of the Act and to comply, and to enforce compliance by 
its exchange members and persons associated with its exchange members, 
with the provisions of the Act, the rules and regulations thereunder, 
and the rules of the Exchange. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\9\ 
in that it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, 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. In addition, 
the Exchange believes that the proposed rule change is designed to 
provide fair procedures for the denial of membership to any person 
seeking Exchange membership, the barring of any person from becoming 
associated with a member, and the prohibition or limitation by the 
Exchange of any person with respect to access to services offered by 
the Exchange or a member thereof, consistent with the objectives of 
Section 6(b)(7) \10\ and Section 6(d)(2) \11\ of the Act.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(1).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ 15 U.S.C. 78f(b)(7).
    \11\ 15 U.S.C. 78f(d)(2).
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    The proposed amendment would enable the Exchange to continue to be 
so organized as to have the capacity to carry out the purposes of the 
Act, thereby furthering the objectives of Section 6(b)(1) \12\ of the 
Act. Amending Rule 7.13 to remove the references to the Chair would 
contribute to the orderly operation of the Exchange, as it would make 
Rule 7.13 more accurately reflect current practice, as the Chair has 
not acted under Rule 7.13 since the rule was adopted. It would also 
reflect the fact that the Exchange does not anticipate that an 
independent or non-employee Chair will have sufficient involvement in 
the day-to-day operations of the Exchange to act under the Rule. At the 
same time, the Chair would continue to have an oversight role, since 
the requirement would remain that no suspension of trading continue 
longer than two days or as soon thereafter as a quorum of Directors can 
be assembled, unless the Board approves the continuation of such 
suspension. Given that, the Board--including the Chair--would continue 
to oversee the length of time any suspension of trading made under the 
Rule would be in effect.
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    \12\ 15 U.S.C. 78f(b)(1).
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    Because amended Rule 7.13 would more accurately reflect current 
practice while still giving the Chair an oversight role, the Exchange 
believes that the proposed change would be beneficial to both investors 
and the public interest, thereby promoting the maintenance of a fair 
and orderly market and the protection of investors and the public 
interest consistent with Section 6(b)(5) of the Act.\13\ Moreover, the 
Exchange believes that the proposed change would remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and in general, protect investors and the public 
interest because substantially similar authority to suspend trading 
already exists on the Exchange's affiliate NYSE, and therefore is not 
novel. At the same time, amending Rule 7.13 to remove a meaningless 
cross reference would make it more clear, promoting clarity and 
transparency and protecting investors and the public interest.
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    \13\ 15 U.S.C. 78f(b)(5).
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    For the same reasons, the Exchange believes that the proposed 
changes would continue to provide fair procedures for the prohibition 
or limitation by the Exchange of any person with respect to access to 
services offered by the Exchange consistent with the objectives of 
Section 6(b)(7) \14\ and Section 6(d)(2) \15\ of the Act.
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    \14\ 15 U.S.C. 78f(b)(7).
    \15\ 15 U.S.C. 78f(d)(2).
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    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that the proposal will not impose any burden 
on competition that is not necessary or appropriate in furtherance of 
the purposes of Section 6(b)(8) of the Act.\16\ The proposed rule 
change is not intended to address competitive issues but rather is 
concerned solely with amending Rule 7.13 so that it removes a 
meaningless cross reference, more accurately reflects current practice 
and is substantially similar to NYSE Rule 7.13.
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    \16\ 15 U.S.C. 78f(b)(8).
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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

    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 for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act \17\ and subparagraph (f)(6) of Rule 19b-4 
thereunder.\18\
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule19b-4(f)(6)(iii) 
requires a self-regulatory organization to give 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 date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.

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[[Page 92213]]

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend 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. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
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 [email protected]. Please include 
file number SR-NYSENAT-2024-31 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSENAT-2024-31. 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 the filing also will be available for 
inspection and copying at the principal office of the Exchange. 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-NYSENAT-2024-31 and should 
be submitted on or before December 12, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2024-27216 Filed 11-20-24; 8:45 am]
BILLING CODE 8011-01-P
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