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regulatory function of each of our SROs and to their obligations
to investors and the general public, and may not take any actions
that would interfere with the effectuation of decisions by the
boards of directors of any of our SROs relating to their
regulatory functions, or that would interfere with the ability of
any of our SROs to carry out their responsibilities under the
Exchange Act. Although the rules and regulations that apply to
our business are not focused on the protection of our
stockholders, we believe that regulation improves the quality
of exchanges and, therefore, our company. U.S. federal
securities laws and the rules that govern our operations are
subject to frequent change.
National Securities Exchanges. SROs in the securities industry
are an essential component of the regulatory scheme of the
Exchange Act for providing fair and orderly markets and
protecting investors. The Exchange Act and the rules
thereunder, as well as each SRO’s own rules, impose on the
SROs many regulatory and operational responsibilities,
including the day-to-day responsibilities for market and broker-
dealer oversight. Before it may permit the registration of a
national securities exchange as an SRO, the SEC must
determine, among other things, that the exchange has a set of
rules that is consistent with the requirements of the Exchange
Act. Moreover, an SRO is responsible for enforcing compliance
by its members, and persons associated with its members, with
the provisions of the Exchange Act, the rules and regulations
thereunder, and the rules of the SRO, including rules and
regulations governing the business conduct of its members.
Nasdaq currently operates three cash equity and six options
markets in the U.S. We operate The Nasdaq Stock Market and
The Nasdaq Options Market pursuant to The Nasdaq Stock
Market’s SRO license; Nasdaq BX and Nasdaq BX Options
pursuant to Nasdaq BX’s SRO license; Nasdaq PSX and Nasdaq
PHLX pursuant to Nasdaq PHLX’s SRO license; and Nasdaq
ISE, Nasdaq GMNI and Nasdaq MCRY, each under their own
SRO license. As SROs, each entity has separate rules pertaining
to its broker-dealer members and listed companies. Broker-
dealers that choose to become members of our exchanges are
subject to the rules of those exchanges.
All of our U.S. national securities exchanges are subject to SEC
oversight, as prescribed by the Exchange Act, including
periodic and special examinations by the SEC. Our exchanges
also are potentially subject to regulatory or legal action by the
SEC or other interested parties at any time in connection with
alleged regulatory violations. We also are subject to Section 17
of the Exchange Act, which imposes record-keeping
requirements, including the requirement to make records
available to the SEC for examination. We have been subject to
a number of routine reviews and inspections by the SEC or
external auditors in the ordinary course, and we have been and
may in the future be subject to SEC enforcement proceedings.
To the extent such actions or reviews and inspections result in
regulatory or other changes, we may be required to modify the
manner in which we conduct our business, which may adversely
affect our business.
Section 19 of the Exchange Act provides that our exchanges
must submit to the SEC proposed changes to any of the SROs’
rules, practices and procedures, including revisions to
provisions of our certificate of incorporation and by-laws that
constitute SRO rules. The SEC will typically publish such
proposed changes for public comment, following which the
SEC may approve or disapprove the proposal, as it deems
appropriate. SEC approval requires a finding by the SEC that
the proposal is consistent with the requirements of the Exchange
Act and the rules and regulations thereunder. Pursuant to the
requirements of the Exchange Act, our exchanges must file with
the SEC, among other things, all proposals to change their
pricing structure.
Pursuant to regulatory services agreements between FINRA
and our SROs, FINRA provides certain regulatory services to
our markets, including the regulation of trading activity and
surveillance and investigative functions. Nevertheless, we have
a direct regulatory role in conducting certain real-time market
monitoring, certain equity surveillance not involving cross-
market activity, most options surveillance, most rulemaking and
some membership functions through our MarketWatch
department. We refer suspicious trading behavior discovered
by our regulatory staff to FINRA for further investigation. Our
SROs retain ultimate regulatory responsibility for all regulatory
activities performed under regulatory agreements by FINRA,
and for fulfilling all regulatory obligations for which FINRA
does not have responsibility under the regulatory services
agreements.
In addition to its other SRO responsibilities, The Nasdaq Stock
Market, as a listing market, also is responsible for overseeing
each listed company’s compliance with The Nasdaq Stock
Market’s financial and corporate governance standards. Our
listing qualifications department evaluates applications
submitted by issuers interested in listing their securities on The
Nasdaq Stock Market to determine whether the quantitative and
qualitative listing standards have been satisfied. Once securities
are listed, the listing qualifications department monitors each
issuer’s on-going compliance with The Nasdaq Stock Market’s
continued listing standards.
Broker-dealer regulation. Nasdaq’s broker-dealer subsidiaries
are subject to regulation by the SEC, the SROs and the various
state securities regulators. Nasdaq Execution Services, LLC, or
Nasdaq Execution Services, currently operates as our routing
broker for sending orders from Nasdaq’s U.S. cash equity
exchanges and three of our six options exchanges to other
venues for execution. Execution Access LLC, or Execution
Access, operates as the broker-dealer for our fixed income
business, including Nasdaq Fixed Income’s registered ATS for
U.S. Treasuries. NPM Securities, LLC operates an ATS
involving primary and secondary transactions in unregistered
securities (i.e., securities not listed on a registered securities
exchange and not registered under Section 12 of the Exchange
Act), including acting as the buyer’s and seller’s agent to
facilitate private placement transactions on the ATS. SMTX,
LLC, or SMTX, also operates as a broker-dealer for NPM.
Finally, Nasdaq Capital Markets Advisory LLC, or Nasdaq
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