June 26, 2009
Dear Securities Exchange Commission:
I read most of your 250 page release. It reflects an impressive amount of work, as well as thought, analysis, research and transparency of your internal regulatory development processes. It is evident that many people worked very hard to produce it, and I want first to thank you because I think this is how government should work. If this is reflective of the Obama administration in general, then I voted for the right candidate.
I am writing this response as an individual, and it does not purport to represent the company I work for. They don't know that I'm writing this, and I would prefer it that way. As such, I hope to keep this anonymous, and pray that you will accommodate that.
I understand your objectives, as they were clearly stated. However, I cannot say that I agree with them. On page 13, you have described your mission as investor protection. That's a laudable goal, and it's good that someone is doing that, but is that your core raison d'etre? I was equally surprised to learn recently that you have formed a committee made of advisors representing the shareholder side but do not appear to have a committee representing corporate interests to balance that.
I want to protect Mom and Pop shareholder, and my own 401k, but let me describe my world. Like you, I am employed. My spouse is employed. We both work for corporate America. Of our friends and family, I know almost none (a very small proportion) in which both spouses are working. In most cases only one spouse can sustain employment and, in many cases, neither can. The unemployment figures are, in my estimation, wholly inadequate to take into account (1) graduates who cannot find jobs (2) people who have returned to school because they cannot find jobs (3) people forced to retire early because they are laid off (4) consultants who cannot find work (5) consultants and employees whose hours have been slashed (6) employees whose pay and benefits have been slashed (7) individuals who either were not qualified to receive unemployment insurance or who have exhausted their benefits (8) parents who "work in the home" raising kids but who would prefer an income and (9) people who do not even try to excel, because of eroding opportunities.
The relevance and significance of this is that – if your true obligation is to the American populace – you should be trying harder to protect the growth and prosperity of US corporations. If you want to protect and increase the wealth of US citizens, those denizens who elected the administration to which you report, you should design your regulations in a manner that will do that. I have much less sympathy for individuals who are non-productive and instead are letting their money work for them in the stock market, and much more compassion for those of us in the real world who are trying hard to keep our jobs and make our companies successful so they can sustain us.
I believe that the changes you are proposing will have the following deleterious effects:
- make it considerably more expensive to operate a public company
- make it considerably less attractive to become a public company
- make it considerably less desirable for a foreign company to operate or trade in the US
- increase complexity to a point where the only real beneficiaries are the lawyers
- create instability, dissonance and confusion within corporate leadership ranks, leading to sub-optimal decision-making
Your proposals will not improve our economy – instead, special interest will gain even more of a foothold and that reduces efficiency and profitability. Please give due consideration to corporations. They are not evil they are merely impassive machines of profit maximization. Right now they could use our help and support, so that we can continue to draw paychecks.
You seem to contend that Boards are not currently operating in the best interests of shareholders. That's just wrong. I have attended many Board meetings (although I have never been a Board member), and the Board members' actions are consistent with their fiduciary duties. They take their responsibilities very seriously. Unfortunately they are already running scared with all of the recent changes over the past several years, and it hampers productivity. They must not only act in the best interests of their constituency, the shareholder base, but at every step demonstrate that they are doing so and protect themselves from frivolous litigation. Please remember also that shareholders come in many flavors. Your proposals would empower a certain segment of the shareholder population, but it is not necessarily a representative segment. Boards are currently impartial and, in my experience, always seek to achieve the right balance of interests across divergent shareholder populations. It's a difficult undertaking, and I respect their creativity and tenacity.
Directors are selected very carefully for approval by stockholders. Companies look for individuals of the highest integrity, with demonstrated track records of success in the marketplace. These are not "cronies" or "golf buddies" – these are leaders. These are the engineers of our economic growth and prosperity.
Moreover, Directors' interests are aligned not only legally but also financially with the interests of shareholders. Most of their compensation is equity based. They have a strong financial incentive to succeed.
Please keep all this in mind as you consider warping a system that is already strained considerably. Please do not cause more job cuts. We have children to feed.