Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 92211 

31 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. 

4The 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). 

5Proposed 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/nysenational/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/NYSENAT2018-02,%20Am.1.pdf). See also 83 FR 23968, 

supra note 4. 

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–MEMX–2024–43. 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–MEMX–2024–43 and should be 

submitted on or before December 12, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–27222 Filed 11–20–24; 8:45 am] 

BILLING CODE 8011–01–P 

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 CrossReference 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. 

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. 

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. 

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 


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92212 Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 

6The 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). 

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). 

12 15 U.S.C. 78f(b)(1). 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78f(b)(7). 

15 15 U.S.C. 78f(d)(2). 

16 15 U.S.C. 78f(b)(8). 

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 

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. 

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. 

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 nonemployee 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. 

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. 

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. 

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. 

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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Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 92213 

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. 19 17 CFR 200.30–3(a)(12). 

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 rule-comments@

sec.gov. 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

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–27216 Filed 11–20–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101644; File No. PCAOB– 

2024–05] 

Public Company Accounting Oversight 

Board; Notice of Filing of Proposed 

Rules on Constructive Requests To 

Withdraw From Registration 

November 15, 2024. 

Pursuant to Section 107(b) of the 

Sarbanes-Oxley Act of 2002 (‘‘SarbanesOxley,’’ or the ‘‘Act’’), notice is hereby 

given that on Thursday, November 14, 

2024, the Public Company Accounting 

Oversight Board (the ‘‘Board’’ or the 

‘‘PCAOB’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’ or the ‘‘SEC’’) the 

proposed rules described in Items I and 

II below, which items have been 

prepared by the Board. The Commission 

is publishing this notice to solicit 

comments on the proposed rules from 

interested persons. 

I. Board’s Statement of the Terms of 

Substance of the Proposed Rules 

On November 14, 2024, the Board 

adopted Constructive Requests to 

Withdraw from Registration (‘‘proposed 

rules’’). The text of the proposed rules 

appears in Exhibit A to the SEC Filing 

Form 19b–4 and is available on the 

Board’s website at https://pcaobus.org/ 

about/rules-rulemaking/rulemakingdockets/docket-054 and at the 

Commission’s Public Reference Room. 

II. Board’s Statement of the Purpose of, 

and Statutory Basis for, the Proposed 

Rules 

In its filing with the Commission, the 

Board included statements concerning 

the purpose of, and basis for, the 

proposed rules and discussed any 

comments it received on the proposed 

rules. The text of these statements may 

be examined at the places specified in 

Item IV below. The Board prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. In addition, 

to the extent that Section 103(a)(3)(C) of 

the Act applies to the proposed rules, 

the Board is requesting that the 

Commission approve the proposed 

rules, pursuant to that provision, for 

application to audits of emerging growth 

companies (‘‘EGCs’’), as that term is 

defined in Section 3(a)(80) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’). The Board’s request 

is set forth in section D. 

A. Board’s Statement of the Purpose of, 

and Statutory Basis for, the Proposed 

Rules 

(a) Purpose 

To further enhance the PCAOB’s 

registration program, the Board adopted 

an amendment to its rule regarding 

withdrawals from registration. The 

amendment establishes a new 

procedural mechanism that will enable 

the Board to address situations in which 

a registered firm has ceased to exist, is 

nonoperational, or no longer wishes to 

remain registered, as demonstrated by 

its failures to file annual reports 

(PCAOB Form 2, Annual Report) and 

pay annual fees for at least two 

consecutive reporting years. Until now, 

a firm could be removed from PCAOB 

registration only if the Board either (1) 

authorized a withdrawal from 

registration based on firm-initiated 

withdrawal request or (2) imposed a 

disciplinary sanction revoking the firm’s 

registration. The amendment the Board 

adopted introduces a third procedural 

mechanism for removing a firm from 

PCAOB registration. It builds on the 

existing framework of firm-initiated 

withdrawal requests under PCAOB Rule 

2107, Withdrawal from Registration, by 

creating a process that treats 

consecutive delinquencies as a 

constructive request from a firm for 

leave to withdraw from registration. 

New paragraph (h) (‘‘Constructive 

Withdrawal Requests’’) of Rule 2107 

will allow the Board, under certain 

conditions, to update its registration 

records by (1) treating a firm’s failure 

both to file annual reports and to pay 

annual fees for at least two consecutive 


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