[Federal Register Volume 77, Number 45 (Wednesday, March 7, 2012)]
[Rules and Regulations]
[Pages 13490-13491]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-5454]



17 CFR Part 200

[Release No. 34-66502]

Rules of Organization; Conduct and Ethics; and Information and 

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendment.


SUMMARY: The Securities and Exchange Commission (``SEC'' or 
``Commission'') is making technical amendments to the rule under which 
former members and employees of the Commission are required to file 
with the Commission a statement concerning their practice outside the 
government. The amendments change the office responsible for processing 
these statements and provide a means of filing a statement 

DATES: Effective: March 7, 2012.

FOR FURTHER INFORMATION CONTACT: Shira Pavis Minton, Ethics Counsel, 
202-551-7938, Office of the Ethics Counsel, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-9150.


 I. Background

    SEC Conduct Rule 8(b) \1\ requires that any former member or 
employee of the Commission who, within 2 years after ceasing to be 
such, is employed or retained as the representative of any person 
outside the government in any matter in which it is contemplated that 
he or she will appear before the Commission, or communicate with the 
Commission or its employees, shall, within ten days of such retainer or 
employment, or of the time when appearance before, or communication 
with the Commission or its employees is first contemplated, file with 
the Secretary of the Commission a statement which includes: (i) A 
description of the contemplated representation; (ii) An affirmative 
representation that the former employee while on the Commission's staff 
had neither personal and substantial responsibility nor official 
responsibility for the matter which is the subject of the 
representation; and (iii) The name of the Commission Division or Office 
in which the person had been employed.

    \1\ 17 CFR 200.735-8(b)(1).

    In order to increase efficiency, the Commission is adopting a 
technical amendment to require that SEC conduct rule 8(b) submissions 
be sent to the Office of the Ethics Counsel rather than the Secretary 
of the Commission and provide a means of filing a statement 

    \2\ 17 CFR 200.735-8(b)(1).

II. Administrative Law Matters

    Under the Administrative Procedure Act, notice of proposed 
rulemaking is not required when an agency, for good cause, finds that 
notice and public comment are impracticable, unnecessary, or contrary 
to the public interest. The amendments are technical changes, adopted 
solely to update references to a statutory provision that remains 
unchanged except for its designation. For this reason, the Commission 
finds that it is unnecessary to publish notice of these amendments. 
Similarly, the amendments do not require analysis under the Regulatory 
Flexibility Act or analysis of major rule status under the Small 
Business Regulatory Fairness Act. For purposes of Regulatory 
Flexibility Act analysis, the term ``rule'' means any rule for which 
the agency publishes a general notice of proposed rulemaking, and for 
purposes of Congressional review of agency rulemaking, the term 
``rule'' does not include any rule of agency organization, procedure or 
practice that does not substantially affect the rights or obligations 
of non-agency parties.\3\ Because these rules relate solely to the 
agency's organization, procedure, or practice and do not substantially 
affect the rights or obligations of non-agency parties, they are not 
subject to the Small Business Regulatory Enforcement Fairness Act.\4\ 
Finally, these amendments do not contain any new collection of 
information requirements as defined by the Paperwork Reduction Act of 
1995, as amended.\5\

    \3\ 5 U.S.C. 601(2) and 5 U.S.C. 804(3)(C).
    \4\ 5 U.S.C. 804.
    \5\ 44 U.S.C. 3501-3520.

III. Cost-Benefit Analysis

    The Commission is sensitive to the costs and benefits imposed by 
its rules. The amendments adopted today are technical in nature and 
will produce the benefit of facilitating the efficient operation of the 
Commission. The Commission also believes that these rules will not 
impose any costs on non-agency parties, or that if there are any such 
costs, they are negligible.

IV. Consideration of Burden on Competition

    Section 23(a)(2) \6\ of the Exchange Act requires the Commission, 
in adopting rules under the Exchange Act, to consider the competitive 
effects of such rules. Because this amendment merely makes technical 
changes to an existing requirement, no competitive advantages or 
disadvantages would be created.

    \6\ 17 CFR 240.23(a)(2).

V. Statutory Authority and Text of Amendments

    We are adopting these technical amendments under the authority set 
forth in Section 23(a) \7\ of the Exchange Act.

    \7\ 17 CFR 240.23(a).


[[Page 13491]]

List of Subjects 17 CFR Part 200

    Administrative practice and procedure, Organization and functions 
(Government agencies), Reporting and recordkeeping requirements.

Text of Amendments

    For the reasons set out in the preamble, Title 17, Chapter II of 
the Code of Federal Regulations is amended as follows:


Subpart M--Regulation Concerning Conduct of Members and Employees 
and Former Members and Employees of the Commission

1. The authority citation for Part 200, Subpart M, continues to read in 
part as follows:

    Authority: 15 U.S.C. 77s, 77sss, 78w, 80a-37, 80b-11; E.O. 
11222, 3 CFR, 1964-1965 Comp., p. 36; 5 CFR 735.104; 5 CFR 2634; and 
5 CFR 2635, unless otherwise noted.

2. Section 200.735-8 is amended as follows:
a. In paragraph (b)(1) introductory text by removing the phrase 
``Secretary of the Commission'' and adding in its place ``Office of the 
Ethics Counsel'';
b. Paragraph (b)(2) is redesignated as paragraph (b)(3) and new 
paragraph (b)(2) is added to read as follows:

Sec.  200.735-8  Practice by former members and employees of the 

* * * * *
    (b) * * *
    (2) The statement required by paragraph (b)(1) of this section may 
be filed electronically based on instructions provided by the Office of 
the Ethics Counsel at www.sec.gov, or filed in paper by mailing to the 
U.S. Securities & Exchange Commission, Office of the Ethics Counsel, 
100 F Street NE., Washington, DC 20549-9150.
* * * * *

     Dated: March 1, 2012.
Elizabeth M. Murphy,
[FR Doc. 2012-5454 Filed 3-6-12; 8:45 am]