Subject: S7-25-97

Date:    11/20/97 4:29 PM
 
Subject: S7-25-97
     
>Chairman Arthur Leavitt
>Securities and Exchange Commission
>450 5th Street NW
>Washington, D.C. 20549
>
>Dear Chairman Leavitt:
>
>I am writing to make known my serious objection to the SEC's 
>proposed rules (S7-25-97).  These rules, if adopted, would 
>seriously undermine the shareholder process and give companies free 
>license to make dangerous, shortsighted management decisions without 
>review by, or accountability to, their investors.
>
>Today's shareholder process is a responsible one and a powerful tool of 
>democracy.  Shareholder participation in corporate governance has led to >many 
important changes in corporate behavior.  For example: the establishment >of 
clear standards for corporate environmental behavior, divestment in South 
>Africa, and an end to the use of child labor and corporate governance,
>to name a few.
>
>The shareholder process allows for dialogue between shareholders and 
>corporate decision-makers and helps find real solutions to urgent social, 
>environmental, labor and human rights issues. The following provisions 
>are especially problematic:
>
>*  The new rules would block shareholder resolutions that address less 
>than 3% or $10 million of a company's business.  This provision would 
>effectively eliminate many emerging issues or business practices that 
>are not easily measured in dollars such as sweatshop labor or pollution. 
>
>The new rules provide an automatic qualification for any resolution 
>sponsored by the owners of 3% of a company's shares of stock.  For most 
>Fortune 500 companies, 3% of the shares means more than $1 billion worth 
>of stock, which means only the biggest investors could wield this kind of 
>clout. This is grossly discriminatory.
>
>Please protect the rights of American shareholders to address irresponsible 
>corporate behavior through the shareholder resolution process and stop these 
>regulations from going through.
>
>Sincerely,
     
A.J. Pape