[Federal Register Volume 82, Number 174 (Monday, September 11, 2017)]
[Notices]
[Pages 42712-42714]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-19107]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81531; File No. SR-NYSE-2017-43]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change,
as Modified by Amendment No. 1 Thereto, To Delay the Implementation of
Its Recently Approved Rule Requiring Listed Companies To Provide
Advance Notice of Dividend or Stock Distribution Announcements to the
Exchange
September 5, 2017.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on August 29, 2017, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. On August 29, 2017, the Exchange filed Amendment No. 1 to
the proposal. The Commission is publishing this notice to solicit
comments on the proposed rule change, as modified by Amendment No. 1,
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 delay the implementation of its recently
approved rule requiring listed companies to provide notice to the
Exchange at least 10 minutes before making any public announcement with
respect to a dividend or stock distribution in all cases.\4\ The
proposed rule change is available on the Exchange's Web site at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
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\4\ The Exchange previously filed a proposed rule change to
delay the implementation of its recently approved rule requiring
listed companies to provide notice to the Exchange at least 10
minutes before making any public announcement with respect to a
dividend or stock distribution in all cases. See SR-NYSE-2017-43
(August 22, 2017). This Amendment No. 1 replaces and supersedes the
original filing of SR-NYSE-2017-43 in its entirety.
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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
On August 14, 2017, the Commission approved changes to the NYSE
Listed Company Manual (the ``Manual'') that require listed companies to
provide notice to the Exchange at least 10 minutes before making any
public announcement with respect to a dividend or stock distribution in
all cases, including outside of the hours in which the Exchange's
immediate release policy is in operation.\5\ The principal effect of
this amendment is to require listed companies to provide 10 minutes
advance notice to the Exchange with respect to a dividend or stock
distribution announcement made at any time, rather than just during the
hours of operation of the immediate release policy as is currently the
case.\6\
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\5\ See Securities Exchange Act Release No. 81393 (August 14,
2017) (SR-NYSE-2017-17).
\6\ The Exchange also amended Section 202.06(B) of the Manual to
emphasize the Exchange's consistent interpretation of that rule as
requiring listed companies to comply with the immediate release
policy with respect to all announcements relating to a dividend or
stock distribution.
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Because listed companies may need to change their internal
procedures to comply with the new policy and because the Exchange
requires additional time to finalize its implementation of new
technology changes and processes to effectively perform this function,
the Exchange proposes to delay the final implementation date of the
changes.\7\ This delay would provide listed companies with additional
time to prepare to comply with the new requirements and for the
Exchange's systems to provide the necessary support to Exchange staff
in reviewing notifications. The Exchange will provide reasonable
advance notice of the new implementation date to its listed companies
at least 30 days in advance by emailing a notice to them that will also
be posted on nyse.com.
[[Page 42713]]
The new implementation date will be no later than February 1, 2018.
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\7\ The original filing also included an amendment to Section
202.06(B). As this amendment was a clarification of an existing
interpretation of that section, the Exchange does not propose to
delay its implementation.
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The Exchange proposes to amend Section 204.12 of the Manual to
include two versions of the first paragraph of such section. Version A
of such paragraph will include the rule text in effect prior to the
Commission's August 14, 2017 approval of the Exchange's proposed
revision.\8\ Version B of such paragraph will include the amended rule
text approved by the Commission on August 14, 2017.\9\ The Exchange
proposes to include a header above each paragraph stating that (i)
Version A will remain operative until the Exchange notifies listed
companies that Version B is operative and (ii) Version B will be
operative on February 1, 2018 or such earlier date as the Exchange
notifies listed companies that Version B is operative.
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\8\ The following is the text of Version A:
Prompt notice will be given 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). Such notice is in addition to immediate publicity and
should be given at least ten days in advance of the record date. The
dividend notice should be given to the Exchange in accordance with
Section 204.00. Notice should be given as soon as possible after
declaration and in any event, no later than simultaneously with the
announcement to the news media. The notice should include:
* * * * *
\9\ See Footnote 4 [sic] above.
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The Exchange proposes to amend Section 204.21 of the Manual to
include two versions of the first paragraph of such section. Version A
of such paragraph will include the rule text in effect prior to the
Commission's August 14, 2017 approval of the Exchange's proposed
revision.\10\ Version B of such paragraph will include the amended rule
text approved by the Commission on August 14, 2017.\11\ The Exchange
proposes to include a header above each paragraph stating that (i)
Version A will remain operative until the Exchange notifies listed
companies that Version B is operative and (ii) Version B will be
operative on February 1, 2018 or such earlier date as the Exchange
notifies listed companies that Version B is operative.
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\10\ The following is the text of Version A:
Prompt notice is required to be given 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. The notice should state the purpose or purposes for
which the record date has been fixed. This notice should be provided
to the Exchange in accordance with Section 204.00.
\11\ See Footnote 4 [sic] above.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) \12\ of the Act, in general, and furthers the
objectives of Section 6(b)(5) of the Act,\13\ in particular in that it
is designed 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
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers. The proposed amendment is consistent with
the protection of investors and the public interest because it will
ensure an orderly and effective implementation of the Exchange's new
dividend and stock distribution notification policy.
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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The purpose of the proposal
is to delay the effectiveness of the Exchange's new dividend and stock
distribution notification policy to give the Exchange staff and listed
companies additional time to prepare for compliance with the new policy
and it will not have any effect on competition.
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 foregoing 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)(iii) of the Act \14\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\15\
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\14\ 15 U.S.C. 78s(b)(3)(A)(iii).
\15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
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 the 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 Commission has determined to waive the five-day
prefiling period in this case.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \16\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \17\ 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 asked the Commission to waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. In support
of the request, the Exchange states that waiver of the 30-day operative
delay will enable the Exchange to avoid any potential confusion that
might be caused to listed companies if the new advance notice
requirement for dividend or stock distribution announcements to the
Exchange was in effect prior to this proposal becoming operative.
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\16\ 17 CFR 240.19b-4(f)(6).
\17\ 17 CFR 240.19b-4(f)(6)(iii).
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Based on the above, the Commission believes that waiver of the 30-
day operative delay is consistent with the protection of investors and
the public interest because, as noted above, the Exchange cannot
currently process the advance notifications in accordance with the
requirements of the newly adopted rule until it finalizes
implementation of new technology and processes. As a result, waiver of
the 30-day operative delay, consistent with the protection of investors
and the public interest, will provide listed companies immediate
transparency on the rules they need to follow in providing notification
to the Exchange on public announcements concerning dividend and stock
distributions until such time as the Exchange makes the necessary
changes to process the notifications in accordance with the newly
adopted rules. Accordingly, the Commission hereby waives the operative
delay and designates the proposal operative upon filing with the
Commission.\18\
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\18\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in
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furtherance of the purposes of the Act. If the Commission takes such
action, the Commission shall institute proceedings to determine whether
the proposed rule 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, as modified by Amendment No. 1, 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 email to [email protected]. Please include
File Number SR-NYSE-2017-43 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-NYSE-2017-43. 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 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
10:00 a.m. and 3:00 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-NYSE-2017-43, and should be
submitted on or before October 2, 2017.
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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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-19107 Filed 9-8-17; 8:45 am]
BILLING CODE 8011-01-P