Subject: File No. S7-33-10
From: Steven J Sharp
Affiliation: Chair POWI, TQNT, Private investor, non-profit board participant

November 19, 2010

I have worked for 50 years in the Technology Industry and have always encouraged whistle blower processes internally. Almost without exception the person filing the complaint is found to misunderstand the situation or have incorrect information. Without a doubt some complaints are valid and from my experience are handled appropriately by the organization management and the Board of Directors.

It is patently clear the proposed regulation incentivizes behavior for financial gain that is inappropriately large and will promote false and many invalid claims at a cost to tax payers that is that is extreme for no significant benfit to investors or companies.

I would suggest the following:

First take a survey of what the whistle blowers claims are right now and how they are resolved by sampling some companies. Generally the Auditing firms of public companies are overseeing this process and data is available. Look for any that you feel are inappropriately resolved. Calculate the percent that have something wrong and by how much.Secondly do a real survey and ask the employees themselves, the mangement and the BOD what they think of the systems that are inplace now and will this new proposal improve them. Please make this decision based on real data. You will surely find that when you project the statistics to the whole infrastructure you can not justify the $450,000,000 that you plan to spend yearly.

Yes you can incentivize people to go around the system and they will but you will find that it will really destroy the system that is working correctly now. You will get mostly false claims and there will be a big change in the amount of money that is spent on lawyers and government employees, all this reducing return to the investors and increasing goverment spending. Listen to the people out there doing the job with the system in place today. It is working and this would be a waste of resource that leads to lower investor returns and frustrated company employees.

Sincerely, Steve Sharp