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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
for OTC data will be necessary or appropriate. Consequently, because the Commission believes that the other provisions of the CT Plan related to the allocation of profits and losses of the LLC to the Members are similar to the UTP Plan, the Commission does not believe it is necessary at this time to modify the CT Plans proposed revenue allocation. The Commission has, however, identified five incorrect cross references in Article IX, Section 9.2. In particular, Section 9.2d incorrectly cites to Section 10.2 Tax Status;
Returns instead of Section 9.2 when describing provisions related to allocations. The Commission is therefore modifying Section 9.2d to correct these cross references. For the reasons discussed above, the Commission is approving Article IX as modified.

written communications it receives in such capacity.839 The Partnership Representative must also consult with the Members before taking any material actions with respect to tax matters and must not compromise or settle any tax audit or litigation affecting the Members without the approval of a majority of Members.840 Any material proposed action, inaction, or election to be taken by the Partnership Representative requires the prior approval of a majority of Members.841
The Commission received no comments addressing Article X and notes that these provisions of the CT
Plan relating to accounting and tax matters of the LLC are similar to those existing in other NMS plans.842
Accordingly, the Commission is approving the provisions of Article X as proposed.

c Records and Accounting
10. Dissolution and Termination
Article X of the CT Plan sets forth the LLCs obligations and policies related to accounting and tax matters. Article X, Section 10.1 of the CT Plan specifies that the Operating Committee shall determine all matters concerning accounting procedures of the Company and maintain an accounting system that enables the Company to produce accounting records and information substantially consistent with GAAP.834
The CT Plan also specifies that the fiscal year of the Company will be the calendar year unless applicable law requires a different fiscal year.835
Article X, Section 10.2 of the CT Plan specifies that the Company is intended to be treated as a partnership for federal, state, and local income tax purposes.836
Article X, Section 10.3 of the CT Plan sets forth provisions regarding the functions and duties of an entity appointed as the Partnership Representative of the Company as required by the federal tax code.837 This section requires that all federal, state, and local tax audits and litigation shall be conducted under the direction of the Partnership Representative.838 The Partnership Representative is required to use reasonable efforts to notify each Member of all significant matters that may come to its attention and to forward to each Member copies of all significant
a Dissolution of the LLC

834 See
Article X, Section 10.1a, b of the CT

Article XI, Section 11.1 of the CT Plan specifies the events that would trigger the dissolution of the LLC. In particular, Section 11.1 requires the dissolution of the Company as a result of one of the following events: i Unanimous written consent of the Members to dissolve the Company; ii the sale or other disposition of all or substantially all the Companys assets outside the ordinary course of business; iii an event which makes it unlawful or impossible for the Company business to be continued; iv the withdrawal of one or more Members such that there is only one remaining Member; or v the entry of a decree of judicial dissolution under Section 18
802 of the Delaware Act.
In the Notice, the Commission solicited comment on whether the terms for the dissolution and termination of the LLC should require consideration by or the consent of the Non-SRO Voting Representatives.843 One commenter states that the dissolution and termination of the LLC should require consideration and consent of the broader industry, beyond just Non-SRO
Voting Representatives.844 Another commenter states that the existence and operation of the CT Plan is required by the Commission and therefore the dissolution of the CT Plan is only possible if the Commission is approving
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Plan.
835 See
Article X, Section 10.1a of the CT Plan.
Article X, Section 10.2a of the CT Plan.
The CT Plan specifies that all tax returns shall be prepared in a manner consistent with the Distributions made in accordance with Exhibit D of the CT Plan. See Article X, Section 10.2b of the CT Plan.
837 See Article X, Section 10.3a of the CT Plan.
838 See id.
836 See
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839 See
Article X, Section 10.3b of the CT Plan.
id.
841 See Article X, Section 10.3c of the CT Plan.
842 See Article IX, Sections 9.2, 9.3, and 9.5 of the CAT NMS Plan; Article VIII, Sections 8.1, 8.2, and 8.4 of the OPRA Plan.
843 See Notice, supra note 3, 85 FR at 64572
Question 48.
844 See Data Boiler Letter I, supra note 31, at 45.
840 See
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an alternative plan for the dissemination of information. 845
With respect to the concern that the dissolution and termination of the LLC
should require broader industry consideration and consent, any cessation of the operations of the LLC as the structure through which the SROs fulfill their regulatory obligations with respect to consolidated equity market data typically would require a filing with the Commission pursuant to Rule 608b1 and 2 of Regulation NMS,846
which would be noticed for public comment before Commission action to approve or disapprove the filing, providing an opportunity for all interested market participants to share their views with the Commission.
Moreover, the triggering events for the dissolution of the LLC are similar to those existing in other NMS plans, and none of the terms of the existing NMS
plans structured as an LLC agreement expressly specify broad industry consideration prior to dissolution and termination.847 For the reasons discussed above, the Commission is approving Article XI, Section 11.1 of the CT Plan as proposed.
b Liquidation and Distribution Article XI, Section 11.2 of the CT Plan sets forth the procedures for the liquidation and distribution of assets following the dissolution of the LLC.
Specifically, in the event of the dissolution of the LLC, Section 11.2
requires the Members to appoint a liquidating trustee to wind up the affairs of the Company by i selling its assets in an orderly manner so as to avoid the loss normally associated with forced sales, and ii applying and distributing the proceeds of such sale, together with other funds held by the Company: a First, to the payment of all debts and liabilities of the Company; b second, to the establishments of any reserves reasonably necessary to provide for any contingent recourse liabilities and obligations; c third, to the Members in accordance with Exhibit D
Distributions of the CT Plan; and d fourth, to the Members as determined by a majority of Members.
The procedures for the liquidation and distribution of assets following the dissolution of the LLC are similar to those existing in other NMS plans.848
The Commission received no comments addressing this provision and is 845 Nasdaq
Letter I, supra note 20, at 12.
CFR 242.608b1 and 2.
847 See Article X, Section 10.1 of the CAT NMS
Plan; Article IX, Section 9.1 of the OPRA Plan.
848 See Article X, Section 10.2 of the CAT NMS
Plan; Article IX, Section 9.2 of the OPRA Plan.
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