Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 39485 

4 15 U.S.C. 78s(b)(2)(C). 

5 15 U.S.C. 78q–1(b)(3)(F). 

6 17 CFR 240.17Ad–22(d)(3). 

7 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. 15 

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

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81021 

(June 26, 2017), 82 FR 29966 (‘‘Notice’’). 

4See Sections 202.05 (Timely Disclosure of 

Material News) and 202.06 (Procedure for Public 

Release of Information; Trading Halts) of the 

Manual. 

IM Liquidity Requirements’’ section of 

the Treasury Policy to reflect the 

proposed liquidity requirement changes, 

namely USD-denominated product 

requirements of 65% cash and/or U.S. 

Treasuries, and 35% remainder eligible 

U.S. cash, U.S. Treasuries, and/or Euro 

cash; and Euro-denominated product 

requirements of 100% U.S. cash, Euro 

cash, and/or U.S. Treasuries. The 

proposed changes also include 

removing reference to G7 cash and 

including U.S. Treasury securities, U.S. 

cash, and Euro cash as eligible collateral 

from the House IM and GF Liquidity 

Requirements (for Non-Client USD and 

Euro-denominated requirements) chart, 

the list of acceptable forms of collateral 

for IM, and the list of acceptable forms 

of collateral for the GF). 

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 4 directs 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that such 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization. Section 

17A(b)(3)(F) of the Act 5 requires, among 

other things, that the rules of a 

registered 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 

the clearing agency or for which it is 

responsible and, in general, to protect 

investors and the public interest. Rule 

17Ad–22(d)(3) 6 requires that a 

registered clearing agency shall 

establish, implement, maintain and 

enforce written policies and procedures 

reasonably designed to hold assets in a 

manner that minimizes risk of loss or of 

delay in its access to them. 

The Commission finds that the 

proposed rule change, which removes 

JPY, GBP, and CAD from eligibility to 

meet IM and GF requirements, is 

consistent with Section 17A of the Act 

and Rule 17Ad–22 thereunder. 

According to ICC, ICC would need to 

convert JPY, GBP, and CAD into another 

currency in order to use them to satisfy 

obligations arising from the products 

that ICC clears, which are denominated 

only in USD or Euros. Therefore, from 

ICC’s perspective, JPY, GBP, and CAD 

are not as liquid as USD or Euros for 

purposes of ICC’s business activities. 

Moreover, ICC has noted that JPY has a 

significant timing issue related to 

conversion. ICC also expressed the view 

that, from a practical standpoint, these 

changes should have minimal impact on 

ICC’s financial resource composition 

because such currencies have been 

utilized rarely by Clearing Participants 

to meet IM and GF requirements. The 

Commission believes that, by removing 

JPY, GBP, and CAD as eligible forms of 

collateral that may be posted to ICC, ICC 

reduces the risk that ICC would not be 

able to meet its settlement or other 

liquidity obligations timely because of 

the need to convert one currency to 

another. The Commission therefore 

finds that the proposed revisions to the 

ICC Rules and Treasury Policy are 

designed to promote the prompt and 

accurate settlement of securities 

transactions, derivatives agreements, 

contracts, and transactions for which 

ICC is responsible, consistent with 

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

Act. Similarly the proposed changes are 

designed to allow ICC to hold collateral 

in forms that minimize the risk of loss 

or delay in accessing them by reducing 

the need for ICC to conduct currency 

conversions. The Commission therefore 

finds that the proposed revisions also 

are consistent with the requirements of 

Rule 17Ad–22(d)(3). 

IV. Conclusion 

It is therefore ordered pursuant to 

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

proposed rule change (SR–ICC–2017– 

010) be, and hereby is, approved.7

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17431 Filed 8–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81393; File No. SR–NYSE– 

2017–17] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Granting Approval of Proposed Rule 

Change To Provide Advance Notice of 

Dividend or Stock Distribution 

Announcements to the Exchange 

August 14, 2017. 

I. Introduction 

On June 13, 2017, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

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

19b–4 thereunder,2 a proposed rule 

change to amend the NYSE Listed 

Company Manual (the ‘‘Manual’’) to 

require listed companies to provide 

notice to the Exchange at least ten 

minutes before making any public 

announcement with respect to a 

dividend or stock distribution, 

including when the notice is outside of 

Exchange trading hours. The proposed 

rule change was published for comment 

in the Federal Register on June 30, 

2017.3 The Commission received no 

comments regarding the proposal. This 

order approves the proposed rule 

change. 

II. Description of the Proposal 

Currently, the Exchange’s immediate 

news release policy, set forth in Section 

202.06 of the Manual, requires 

companies releasing material news, 

between 7:00 a.m. and 4:00 p.m. Eastern 

Time to notify the Exchange’s Market 

Watch team by telephone at least ten 

minutes prior to issuing their 

announcement and, when the 

announcement is in written form, email 

a copy of the proposed announcement 

to Market Watch at least ten minutes 

prior its release (‘‘immediate news 

release policy’’).4 In its proposal, NYSE 

stated that listed companies announcing 

dividend or stock distributions during 

the hours noted above are required to 

comply with the immediate news 

release policy in connection with such 

announcements. 

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39486 Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 

5See Section 204.12 (Dividends and Stock 

Distributions) of the Manual. Section 204.12 also 

sets forth specific requirements on the information 

required to be in the dividend or stock distribution 

notice to the Exchange. 

6See id. See also Section 204.21 (Record Date) of 

the Manual. Section 204.00(A) of the Manual 

requires that such notice must be provided via a 

web portal or email address specified by the 

Exchange on its Web site, except in emergency 

situations, when notification may instead be 

provided by telephone and confirmed by facsimile 

as specified by the Exchange on its Web site. 

7See Section 204.12 of the Manual. 

8See Section 204.21 (Record Date) of the Manual. 

The notice must state the purpose(s) for which the 

record date has been fixed and must be provided 

to the Exchange in accordance with Section 204.00. 

See also Section 204.12 of the Manual, supra note 

5. and Rule 10b–7 of the Securities Exchange Act 

of 1934. Rule 10b–17, among other things, requires 

notice of a dividend to be given to a national 

securities exchange no later than 10 days prior to 

the record date. Id. 

9The Exchange states that it intends to have its 

staff available at all times to review dividend or 

stock distribution notices immediately upon 

receipt, regardless of the time or date the notices are 

received. See Notice, supra note 3, at 29967. The 

Exchange staff will contact a listed company 

immediately if there is a problem with its 

notification. Id. 

10 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). 

11 15 U.S.C. 78f(b)(5). 

12 15 U.S.C. 78f(b)(2). 

13 17 CFR 200.30–3(a)(12). 

In addition to announcing dividend or 

stock distributions publicly pursuant to 

the immediate news release policy, 

listed companies are also required to 

give prompt notice to the Exchange as 

to any dividend action or action relating 

to a stock distribution in respect of a 

listed stock (including the omission or 

postponement of a dividend action at 

the customary time as well as the 

declaration of a dividend) (‘‘dividend or 

stock distribution notice’’).5 The 

dividend or stock distribution notice 

must be given to the Exchange at least 

ten days in advance of the record date 

in accordance with the procedures set 

forth in Section 204.00 (Notice to and 

Filing with the Exchange) of the 

Manual.6 Section 204.12 further 

requires such dividend or stock 

distribution notice to be given to the 

Exchange as soon as possible after 

declaration and in any event, no later 

than simultaneously with the 

announcement to the news media.7

Section 204.21 of the Manual also 

requires listed companies to give 

prompt notice to the Exchange of the 

fixing of a date for the taking of a record 

of shareholders, or for the closing of 

transfer books (in respect of a listed 

security), for any purpose.8

The Exchange proposes to amend 

Sections 204.12 and 204.21 of the 

Manual to specify that notice of any 

dividend or stock distribution required 

by Section 204.12, or the fixing of a 

record date with respect to a dividend 

or stock distribution under Section 

204.21, must be provided to the 

Exchange at least ten minutes before its 

public announcement to the news 

media, including when such 

announcement is being made outside of 

Exchange trading hours.9 The Exchange 

also proposes to amend Section 

202.06(B) to explicitly state that listed 

companies must comply with the 

immediate news release policy with 

respect to all announcements relating to 

a dividend or stock distribution. The 

Exchange notes that this change is a 

‘‘consistent interpretation’’ of its 

immediate news release policy. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Exchange Act and the rules and 

regulations thereunder applicable to a 

national securities exchange.10 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Exchange 

Act,11 which requires, among other 

things, that the rules of a national 

securities exchange be 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 a national market system, and, in 

general, to protect investors and the 

public interest; and are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Commission believes that the 

proposed amendments to the Manual 

are consistent with the protection of 

investors and the public interest in 

accordance with Section 6(b)(5) of the 

Act in that the changes should allow 

Exchange staff to resolve any rule 

compliance issues with a listed 

company’s dividend or stock 

distribution action prior its public 

announcement. In this regard, the 

Commission notes that in addition to 

requiring ten days advance notice of a 

record date, Section 204.12 of the 

Manual requires listed companies to 

provide specific information in its 

notice to the Exchange concerning any 

dividend action or action relating to 

stock distributions. This information is 

important because, among other things, 

it provides information concerning the 

record date, which determines when the 

stock will trade on the Exchange exdividend or ex-distribution, as well as 

requirements to set forth the brokers’ cut 

off dates for determining full and 

fraction share requirements after the 

record date. The Commission also notes 

that Rule 10b–17 of the Exchange Act 

sets forth specific information that must 

be provided by listed companies to the 

Exchange in setting record dates for 

dividends and stock distributions. 

By requiring listed companies to 

provide the Exchange dividend or stock 

distribution notices at least ten minutes 

prior to the public announcement of a 

distribution, irrespective of the time of 

day (rather than limited to the hours of 

7:00 a.m. and 4:00 p.m. as in the current 

rule), the Exchange should be able to 

address any concerns with the content 

of such notifications (including the ten 

day advance notice requirement), to 

ensure compliance with both Exchange 

and Commission rules, consistent with 

investor protection and the public 

interest. In addition, the proposed 

amendments are reasonably designed to 

reduce the possibility for investor 

confusion in the marketplace resulting 

from the dissemination of inaccurate or 

misleading dividend or stock 

distribution information. Based on the 

above, the Commission finds that the 

changes to Sections 204.12 and 202.21 

of the Manual requiring ten minutes 

advance notice of distributions prior to 

public announcements, whatever time 

of day issued, is consistent with Section 

6(b)(5) in that it prevents fraudulent and 

manipulative act and practices as well 

as promoting investor protection and 

the public interest. Finally, the 

Commission finds that the proposed 

amendments to Section 202.06 of the 

Manual are consistent with the 

Exchange Act in that they will provide 

transparency and clarity to listed 

companies on the application of the 

immediate news release policy to 

dividend or stock distribution 

announcements. 

For the reasons discussed above, the 

Commission believes that the proposed 

rule change is consistent with the 

Exchange Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,12

that the proposed rule change (SR– 

NYSE–2017–17) be, and hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2017–17455 Filed 8–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

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