66820 Federal Register / Vol. 75, No. 209 / Friday, October 29, 2010 / Notices 

8See supra note 3. 

9For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

similar to that of another exchange that 

has been approved by the Commission.8

Therefore, the Commission designates 

the proposal operative upon filing.9

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. 

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–NYSEAmex–2010–99 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–NYSEAmex–2010–99. 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 Web site 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. 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– 

NYSEAmex–2010–99 and should be 

submitted on or before November 19, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–27337 Filed 10–28–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63171; File No. SR–BX– 

2010–071] 

Self-Regulatory Organizations; 

NASDAQ OMX BX; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend BX Rules 2270 

and 2910 To Reflect Changes to 

Corresponding FINRA Rule 2261 

October 25, 2010. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

20, 2010, NASDAQ OMX BX, Inc. (the 

‘‘Exchange’’ or ‘‘BX’’) 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 

primarily by the Exchange. The 

Exchange has designated the proposed 

rule change as constituting a noncontroversial rule change under Rule 

19b–4(f)(6) under the Act,3 which 

renders the proposal effective upon 

filing with the Commission. 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 filing this proposed 

rule change to amend BX Rules 2270 

and 2910 to reflect recent changes to a 

corresponding rule of the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’), which will result in 

consolidating BX Rules 2270 and 2910 

into BX Rule 2261. The Exchange 

proposes to implement the proposed 

rule change immediately. The text of the 

proposed rule change is below. 

Proposed new language is underlined; 

proposed deletions are in [brackets]. 

* * * * * 

2261. Disclosure of Financial Condition 

Exchange Members shall comply with 

FINRA Rule 2261 as if such Rule were 

part of the Rules of the Exchange. 

* * * * * 

[2270. Disclosure of Financial 

Condition to Customers] 

Exchange Members shall comply with 

NASD Rule 2270 as if such Rule were 

part of the Rules of the Exchange. 

FINRA is in the process of 

consolidating certain NASD rules into a 

new FINRA rulebook. If the provisions 

of NASD Rule 2270 are transferred into 

the FINRA rulebook, then Equity Rule 

2270 shall be construed to require 

Exchange members to comply with the 

FINRA rule corresponding to NASD 

Rule 2270 (regardless of whether such 

rule is renumbered or amended) as if 

such rule were part of the Rules of the 

Exchange.] 

* * * * * 

[2910. Disclosure of Financial 

Condition to Other Members] 

Any Exchange member who is a party 

to an open transaction or who has on 

deposit cash or securities of another 

member shall furnish upon written 

request of the other member a statement 

of its financial condition as disclosed in 

its most recently prepared balance 

sheet.] 

* * * * * 

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 

Exchange 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. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant aspects of such 

statements. 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

Federal Register / Vol. 75, No. 209 / Friday, October 29, 2010 / Notices 66821 

4Securities Exchange Act Release No. 61540 

(February 18, 2010), 75 FR 8771 (February 25, 2010) 

(SR–FINRA–2009–081). 

5See supra note 4. 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(5). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). In addition, BX has 

given 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 on 

which the Exchange filed the proposed rule change. 

10 17 CFR 240.19b–4(f)(6)(iii). 

11 Id. 

12See supra note 4. 

13For the purposes only of waiving the operative 

date of this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Many of Exchange’s rules are based 

on rules of FINRA (formerly the 

National Association of Securities 

Dealers (‘‘NASD’’)). During 2008, FINRA 

embarked on an extended process of 

moving rules formerly designated as 

‘‘NASD Rules’’ into a consolidated 

FINRA rulebook. In most cases, FINRA 

has renumbered these rules, and in 

some cases has substantively amended 

them. Accordingly, the Exchange 

initiated a process of modifying its 

rulebook to ensure that the Exchange 

rules corresponding to FINRA/NASD 

rules continue to mirror them as closely 

as practicable. The Exchange proposes 

to update its rules to reflect changes BX 

Rules 2270 and 2910 which corresponds 

to FINRA Rule 2261. 

BX Rule 2270 (Disclosure of Financial 

Condition to Customers) and BX Rule 

2910 (Disclosure of Financial Condition 

to Other Members) formerly 

corresponded to NASD Rule 2270 

(Disclosure of Financial Condition to 

Customers) and NASD Rule 2910 

(Disclosure of Financial Condition to 

Other Members). In SR–FINRA–2009– 

081,4 FINRA re-designated NASD Rules 

2270 and 2910 as FINRA Rule 2261 and 

made substantive amendments to 

strengthen and simplify the rules. 

More specifically, the current BX Rule 

2270, which incorporates NASD Rule 

2270 by reference, requires that the 

members make information relative to a 

member’s financial condition, as 

disclosed in its most recent balance 

sheet, available for inspection by any 

bona fide regular customer upon 

request. In FINRA SR–2009–081, FINRA 

provided members the option of 

delivering their balance sheet, in paper 

or electronic form, to customers who 

request it. Additionally, if the delivery 

is electronic, the requesting customer 

must provide consent to receive the 

balance sheet in electronic form to 

ensure that such information is 

accessible to the customer. 

This proposed filing also addresses 

BX Rule 2910, which compares to the 

former NASD Rule 2910. BX Rule 2910 

requires that any member that is a party 

to an open transaction or who has on 

deposit cash or securities of another 

member to furnish, upon the written 

request of the other member, a statement 

of its financial condition as disclosed in 

its most recently prepared balance 

sheet. In SR–FINRA–2009–081,5 FINRA 

amended NASD Rule 2910 and 

consolidated it within FINRA Rule 2261 

to require that members provide to other 

members the balance sheet that was 

prepared in accordance with the 

member’s usual practice or as required 

by state or federal securities laws or any 

corresponding rule or regulation. Also, 

FINRA amended the provision to 

require that members be permitted to 

provide their balance sheet to other 

members in paper or electronic form; 

however, this does not require obtaining 

consent of the other members for 

delivery. 

The Exchange believes that BX Rule 

2270 and 2910 should be consolidated 

and amended to reflect the provisions in 

the new FINRA 2261. For clarification, 

this results in deleting BX Rules 2270 

and 2910. This will allow customers 

and other members to continue to have 

access to a copy of the member’s most 

recent balance sheet at any time upon 

request while simplifying the 

provisions. The Exchange is adopting 

the new FINRA rule in full by 

incorporating by reference FINRA Rule 

2261 into the proposed BX Rule 2261. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,6

in general, and with Sections 6(b)(5) of 

the Act,7 in particular, in that the 

proposal 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 regulating, clearing, settling, 

processing information with respect to, 

and 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. The 

proposed changes will conform BX 

Rules 2270 and 2910 to recent changes 

made to corresponding FINRA Rule 

2261 to promote application of 

consistent regulatory standards. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 8 and Rule 19b–4(f)(6) 9

thereunder in that it effects a change 

that: (i) Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) by its terms, does not become 

operative for 30 days after the date of 

the filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest. 

A proposed rule change filed under 

Rule 19b–4(f)(6) normally may not 

become operative prior to 30 days after 

the date of filing.10 However, Rule 19b– 

4(f)(6) 11 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has requested that the 

Commission waive the 30-day operative 

delay so that the proposal may become 

operative upon filing. The Exchange 

notes that the changes are identical to 

changes made by FINRA approved by 

the Commission, because the Exchange 

is incorporating those changes.12 BX 

proposes to incorporate the FINRA rule 

by reference. For these reasons, the 

Commission believes it is consistent 

with the protection of investors and the 

public interest to waive the 30-day 

operative delay, and hereby grants such 

waiver.13

At any time within 60 days of the 

filing of such 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 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

66822 Federal Register / Vol. 75, No. 209 / Friday, October 29, 2010 / Notices 

14 17 CFR 200.30–3(a)(12). 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as amended, 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–BX–2010–071 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–BX–2010–071. 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 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 filing 

also will be available for inspection and 

copying at the principal office of the 

Exchange. 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–BX–2010–071 and 

should be submitted on or before 

November 19, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–27339 Filed 10–28–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63174; File No. 4–617] 

Study on Extraterritorial Private Rights 

of Action 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Request for Comments. 

SUMMARY: Section 929Y of the DoddFrank Wall Street Reform and Consumer 

Protection Act (the ‘‘Dodd-Frank Act’’) 

directs the Securities and Exchange 

Commission (the ‘‘Commission’’) to 

solicit public comment and thereafter 

conduct a study to determine the extent 

to which private rights of action under 

the antifraud provisions of the 

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’) should be extended to 

cover transnational securities fraud. The 

Commission is soliciting comment on 

this question and on related questions. 

DATES: The Commission will accept 

comments regarding issues related to 

the study on or before February 18, 

2011. 

ADDRESSES: 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 4–617 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 4–617. This file number should 

be included on the subject line if e-mail 

is used. To help us 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). Comments are also 

available for Web site 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. All comments received 

will be posted without change; we do 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

FOR FURTHER INFORMATION CONTACT: John 

W. Avery, Office of the General Counsel, 

at (202) 551–5107, or Robert Peterson, 

Office of International Affairs, at (202) 

551–6696, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549. 

SUPPLEMENTARY INFORMATION: 

I. Introduction 

In a recent decision in Morrison v. 

National Australia Bank, 130 S. Ct. 2869 

(2010), the Supreme Court significantly 

limited the extraterritorial scope of 

Section 10(b) of the Exchange Act. In 

the Dodd-Frank Act, Congress restored 

the ability of the Commission and the 

United States to bring actions under 

Section 10(b) in cases involving 

transnational securities fraud. Congress 

further directed the Commission to 

conduct a study to determine whether, 

and to what extent, private plaintiffs 

should also be able to bring such 

actions. Consideration of the Morrison 

decision and of extending the 

extraterritorial scope of the antifraud 

provisions of the Exchange Act to 

private actions raises important 

questions touching on the Commission’s 

mandate to protect investors, to 

maintain fair, orderly and efficient 

markets, and to facilitate capital 

formation. It also raises issues regarding 

international comity and the respect 

that governments afford each other 

regarding their decisions on regulation 

of their home markets. Exploration of 

these issues will also help inform how 

the Commission can best protect 

investors and the integrity of U.S. 

markets in an environment in which a 

significant volume of securities 

transactions are conducted across 

borders. 

II. Background 

In Morrison, the Supreme Court 

considered ‘‘whether § 10(b) of the 

Securities Exchange Act of 1934 

provides a cause of action to foreign 

plaintiffs suing foreign and American 

defendants for misconduct in 

connection with securities traded on 

foreign exchanges.’’ The text of the 

Exchange Act had been silent as to the 

transnational reach of Section 10(b). In 

a decision issued on June 24, 2010, the 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES