March 28, 2007
I want to thank you for giving members several weeks to comment on the single most important issue our organization has ever faced. Sadly, we were not afforded this same comment period by our own organization. That in itself is enough of a warning that complete and sufficient dialogue and disclosures are needed. Chairman Cox stated just last week that the "readability" of disclosures made in recent proxy filings was insufficient. Speaking at a corporate governance meeting at the Marshall School of Business at the University of Southern California in Los Angeles, his alma mater, Cox said that some 40 proxies filed so far with a new compensation discussion and analysis section all fall short for readability standards. The filings aren't anywhere near to Plain English, he said.
We would ask the Chairman to please read the material that was rushed to members by the NASD. The material has so many inadequacies and fails to disclose most of the important material facts, including but not limited to:
Where did the payment of $35,000 per member firm come from? The NASD has repeatedly said it would come from reduced costs from a single merger, yet not one single document showed where this organization itself would save money. In fact, in light of the fact that all employees, leases, and benefits would remain, we believe this is a totally misleading statement and that the payment was nothing more then an unethical inducement to members in order to obtain their vote.
Why member firms had to surrender their right to vote for their Board of Governors? There was no specific reason given nor were any specific members of the NYSE cited as requiring this provision. As we analyze this further, its very apparent that to be a Self Regulated Organization, we must have control of the SELF part. Toward that end, I believe that the organization as currently being proposed will require Congressional approval. In effect, a new regulator is being created without the approval of congress. There is no more SELF in SRO in its proposed state. How can the SEC effectively mandate changes to a new regulator that is dominated by public governors?
This merger was incomplete and rushed to members without sufficient time or due diligence provided. We would ask that this proposal be put on hold for one year and that Board Elections for the NASD go on as was planned. As we speak, the Board Elections have been postponed indefinitely due to the belief that this merger was a forgone conclusion.
On behalf of North American Clearing, Inc.
The Financial Industry Association.