From:   Mary Ann Flaherty, 
To:     Jonathan Katz, INTERNET:rule-comments@sec.gov
     
Date:   11/23/97  9:49 AM
     
RE:     SEC Rules
     
Dear Mr. Katz:
     
I wish to make my opinion known to you and my Congresspeople regarding File 
No. S7-25-97 . As an individual investor in large, medium and small 
companies and a strong proponent of shareholder activism, I am outraged at 
the proposed new SEC rules on shareholder resolutions which would 
effectively disenfranchise citizens such as myself and millions of others. 
     
As an active member of my community (Lansdowne, Pennsylvania) I believe 
that people receive the strength to remain active citizens when they feel 
the larger system is open to, at least engaging in dialogue with 
stakeholders who have concerns. In this democracy of ours, I even expect 
the larger system to provide vehicles for free and fair expression of 
ideas. I am planning to educate my church community about the power of 
social investing viz a viz shareholder activism and to ask the church to 
review its holdings based on social responsibility. As a Democrat, I rely 
on my leadership to insure that these vehicles are consistently available 
and that I can pursue such objectives in the smaller and larger communities 
with integrity and freedom.
     
Let me provide a basic overview of the situation, in case you are not aware 
of it. The current SEC rules allow small investors to file resolutions for 
consideration at the company's annual meeting. This exercise of shareholder 
rights has been used very effectively in numerous situations to promote 
justice and quality of present and future life. The most prominent example 
is the abolishment of apartheid in South Africa, due to some degree on the 
withdrawal of American and European business interests from the area. This 
action occurred as a result of shareholders' resolutions.
     
Under the proposed new rules, corporate management would have sweeping new 
power to exclude resolutions by small investors. This would, in effect, 
silence a substantial population of citizens- a completely unacceptable 
situation in a democracy. Had these rules been in effect all along, many 
unjust actions in the world would still be in practice, e.g. discrimination 
in the workplace, lack of environmental protections, forced labor in China, 
financial support of tyrannical military governments in Burma and Nigeria 
and unfair employment in Northern Ireland.
     
Please call SEC chairman Arthur Levitt today to express your vote of 
opposition to the new SEC rules. I would appreciate a response from you, as 
well. Thank you for your serious consideration of this matter which 
endangers basic democratic principles. 
     
Sincerely,
     
     
Mary Ann Flaherty
P.O. Box 4
Lansdowne, PA. 19050