[Federal Register: January 14, 2009 (Volume 74, Number 9)]
[Notices]
[Page 2145-2146]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr14ja09-110]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59222; File No. SR-FINRA-2009-002]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Make Conforming Changes to FINRA Rules 6380B
and 6730 To Reflect Amendments Proposed Pursuant to SR-FINRA-2008-060
January 8, 2009.
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 January 8, 2009, Financial Industry Regulatory Authority, Inc.
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc.
(``NASD'')) (``FINRA'' or ``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
FINRA. FINRA has designated the proposed rule change as constituting a
``non-controversial'' rule change under paragraph (f)(6) of Rule 19b-4
under the Act,\3\ which renders the proposal effective upon receipt of
this filing by the Commission. The Commission is publishing this notice
to solicit comments on the proposed rule change from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to make conforming changes to Rules 6380B and
6730 to reflect amendments that were proposed pursuant to proposed rule
change SR-FINRA-2008-060, but were superseded by an intervening rule
change.
The text of the proposed rule change is available on FINRA's Web
site at http://www.finra.org, at the principal office of FINRA, 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, FINRA 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. FINRA 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
On December 11, 2008, FINRA filed proposed rule change SR-FINRA-
2008-060 to amend FINRA rules to clarify the trade reporting
requirements relating to transfers of securities pursuant to an asset
purchase agreement (``APA''). In that filing, FINRA proposed to amend
Rule 6380C(e) relating to trade reporting to the FINRA/NYSE Trade
Reporting Facility (the ``FINRA/NYSE TRF'') and Rule 6730(e) relating
to trade reporting to the Trade Reporting and Compliance Engine
(``TRACE''). SR-FINRA-2008-060 was filed for immediate effectiveness
with an operative date of January 12, 2009.\4\
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\4\ See Securities Exchange Act Release No. 59126 (December 19,
2008), 73 FR 79948 (December 30, 2008) (notice of filing and
immediate effectiveness of SR-FINRA-2008-060).
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On December 18, 2008, FINRA filed proposed rule change SR-FINRA-
2008-065 to extend the pilot program in Rule 6730(e)(4). SR-FINRA-2008-
065 was filed for immediate effectiveness with an operative date of
January 8, 2009. The underlying text of SR-FINRA-2008-065 did not
reflect the amendments to Rule 6730(e) that were proposed pursuant to
SR-FINRA-2008-
[[Page 2146]]
060, because those changes are not operative until January 12, 2009.\5\
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\5\ See SR-FINRA-2008-065, available at http://www.finra.org/
Industry/Regulation/RuleFilings/2008/P117571.
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On December 22, 2008, FINRA filed proposed rule change SR-FINRA-
2008-066 to reflect the closing of the FINRA/NSX Trade Reporting
Facility. As part of that proposed rule change, FINRA proposed to
renumber the rules relating to the FINRA/NYSE TRF and Rule 6380C became
Rule 6380B. SR-FINRA-2008-066 was filed for immediate effectiveness
with an operative date of January 1, 2009. The underlying text of SR-
FINRA-2008-066 did not reflect the amendments to Rule 6380C(e) that
were proposed pursuant to SR-FINRA-2008-060, because those changes are
not operative until January 12, 2009.\6\
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\6\ See Securities Exchange Act Release No. 59175 (December 30,
2008), 74 FR 840 (January 8, 2009) (notice of filing and immediate
effectiveness of SR-FINRA-2008-066).
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Because of the timing of the aforementioned filings, the amendments
to Rules 6380B(e) and 6730(e) that were proposed pursuant to SR-FINRA-
2008-060 were effectively superseded. Accordingly, FINRA is proposing
to make conforming changes to Rules 6380B(e) and 6730(e) to reflect the
amendments that were proposed pursuant to SR-FINRA-2008-060, with no
material changes to those amendments.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\7\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest. FINRA believes the proposed rule change will provide
greater clarity to members and the public regarding FINRA's rules.
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\7\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA 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.
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
FINRA represented that the proposed rule change qualifies for
immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act \8\
and Rule 19b-4(f)(6) thereunder \9\ because it: (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 from the
date on which it was filed, or such shorter time as the Commission may
designate if consistent with the protection of investors and the public
interest.\10\
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file 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. FINRA has satisfied
this requirement.
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The Exchange has requested that the Commission waive the 30-day
operative delay, so that the proposed rule change may become operative
upon filing. The Commission hereby grants the Exchange's request.\11\
The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because it makes only technical changes to FINRA's rules necessitated
by an earlier rule change and thus should help avoid confusion among
FINRA members and other market participants.
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\11\ For the 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).
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At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate 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 rule-comments@sec.gov. Please include
File Number SR-FINRA-2009-002 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-FINRA-2009-002. 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 inspection
and copying 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 FINRA. 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-FINRA-2009-002 and should be
submitted on or before February 4, 2009.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-610 Filed 1-13-09; 8:45 am]
BILLING CODE 8011-01-P