Subject: RESPONSE - CONCEPT RELEASE ON THE US PROXY SYSTEM

October 19, 2010

Dear Sirs,

In response to your draft release, kindly find attached two recent papers of mine that address issues raised in the draft release:

The first paper, The Case for Mandatory Ownership Disclosure, identifies the objectives of the ownership disclosure regime and goes on to explain how the phenomena of empty voting and hidden ownership undermine the realization of these objectives. The paper was recently published in the Stanford Journal of Law, Business & Finance and written while I stayed at Columbia Law School in 2009.

The second paper, The Mechanisms of Voting Efficiency, draws an analogy between stock trading and shareholer voting and then uses insights on market efficiency to study voting efficiency. This results in an analytical framwework that is used to analyze two phenomena: empty voting and proxy advisors. The paper has been selected for the 2010 Harvard/Stanford International Junior Faculty Forum and is forthcoming in the Columbia Business Law Review.

I hope the papers will be of use to you when weighing policy options and I would be happy to answer any questions you may have.

With best wishes,