From: Merlin Underwood [mu@institutionaldesign.com]
Sent: Thursday, August 29, 2002 11:38 AM
To: rule-comments@sec.gov
Subject: Institutional Design: File No: S7-22-02 comments

August 28th, 2002

Jonathan G. Katz,
Secretary,
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington
DC 20549-0609

Re: Comments on Release No: 33-8106; 34-46084; File No: S7-22-02 - Additional 
Form 8-K Disclosure Requirements and Acceleration of Filing Date

Dear Mr. Katz,


To your request for comments on the proposed rule change, I respond on behalf 
of Institutional Design, a London-based Corporate Governance Consultancy. We 
represent the interests of a number of major corporate firms across Europe 
who have a secondary listing in the United States. As such, we follow with 
interest any regulatory developments that have an effect upon the operations 
of our client base. 


GENERAL COMMENTS


Institutional Design would like to congratulate the SEC on its regulatory 
efforts during such testing times. It is clearly in the interests of companies 
around the world to see investor confidence in the world's leading equity market 
restored. However, given the speed in which these reforms have been passed, 
there is inevitable concern that certain of them may have been ill considered.

It has long been recognised amongst Congress, the SEC and the Exchanges that it 
may be inappropriate to impose US corporate governance standards on non-US 
companies due to the disadvantages of a "one-size-fits-all" approach to 
regulation. Whilst the logic of this was seemingly overlooked in the recent 
Congressional debates we urge you to consider the dual-regulatory burden borne 
by foreign issuers when implementing both the new regulations under the 
Sarbanes-Oxley Act and those reforms that have originated within the SEC 
(of which this is one). 


SPECIFIC COMMENTS


Currently the information that is required to be filed under Form 6-K is 
limited to that which the foreign issuer's home country law mandates, that 
which is required to be filed with and is made public by a stock exchange 
and that which is distributed, or required to be distributed to its security 
holders. You solicit comment as to whether Form 6-K should be amended to 
require the disclosure of specific information. 

The SEC recognises that given the national diversity of those companies which 
it indirectly regulates, tailoring a set of rules appropriate for all these 
companies would constitute a nigh impossible task. Clearly there are 
informational advantages that domestic regulators enjoy mean they are better 
placed to determine the specific disclosure rules appropriate for the companies 
that fall within their jurisdiction. Form 6-K captures the benefits of the 
informational superiority of domestic regulators by providing information that 
the foreign private issuer makes or is required to make public pursuant to home 
country law should be disclosed under its cover. 

Beyond this, you question whether there may be some information that is of such 
a high level of importance to investors (such as, a change of auditors) that it 
should be mandatory to disclose this even when the domestic laws of the foreign 
issuer do not mandate disclosure. Given the diversity of domestic regulatory 
regimes this may be a real risk. However, it is essential that should any such 
amendment to Form 6-K be deemed necessary the SEC bear in mind not only of the 
diversity of domestic regulatory regimes to which foreign private issuers are 
subject but also the costs imposed by a dual-regulatory burden being borne by 
those companies which already disclose a sufficient level of information pursuant 
to their domestic laws. 

For these reasons we would urge that, should Form 6-K require the disclosure of 
specific information, those companies that are already obliged to make these 
disclosure pursuant to their domestic laws should not be made to disclose these 
details twice. Therefore any amendment should be phrased accordingly, e.g. 
"should the disclosures currently made under Form 6-K not include the following 
information [...], this information must also be disclosed". Were Form 6-K to 
be designed in such fashion, those companies whose domestic regulation already 
mandates an optimal level of disclosure would not be subject to an additional 
regulatory burden and the risk of the non-disclosure of material investor 
information by other companies would be minimised.


CONCLUSION


Given the national diversity of the companies which the SEC regulates, we are 
not in a position to comment on whether there is specific information that is 
so important that disclosure should be mandated. However, we believe that the 
regulatory regimes of the clients that we represent are best placed to determine 
that which should be rightly disclosed. Therefore we urge you to be mindful not 
to impose an additional regulatory burden on our clients when this burden would 
yield no benefits (i.e. because the information is disclosed under Form 6-K as 
it currently stands). 

If we can provide any further clarification on the points made in this letter 
please either contact the undersigned or Merlin Underwood (MU@institutionaldesign.com) 
at +442073366606


Respectfully submitted,


Dr David Ladipo
(DL@institutionaldesign.com)

Senior Associate
Institutional Design Ltd