Section 916 of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended Section 19(b) of the Securities Exchange Act of 1934, or Exchange Act, which governs the handling of proposed rule changes submitted by self-regulatory organizations, or SROs. Among other things, the Dodd-Frank Act’s amendments to Section 19 of the Exchange Act require the SEC to promulgate rules setting forth the procedural requirements of proceedings to determine whether a proposed rule change should be disapproved. In satisfaction of this requirement, the SEC is adopting new Rules of Practice to formalize the process it will use when conducting proceedings to determine whether an SRO’s proposed rule change should be disapproved under Section 19(b)(2) of the Exchange Act. The new rules are intended to add transparency to the SEC’s conduct of those proceedings and address the process the SEC will follow to institute proceedings and provide notice of the grounds for disapproval under consideration as well as provide interested parties with an opportunity to submit written materials to the SEC. In addition, the SEC is making conforming changes to Rule 19b-4 under the Exchange Act in recognition of the new Rules of Practice. Further, pursuant to Section 107 of the Sarbanes-Oxley Act of 2002, the provisions of paragraphs (1) through (3) of Section 19(b) of the Exchange Act govern the proposed rules of the Public Company Accounting Oversight Board, or PCAOB.
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