Date:    03/21/2000  1:13 PM

Subject: S7-31-99

Dear SEC:
    I do not support 10b5-1 for the following reasons.  How can you prosecute 
an individual for trading "while aware" of material nonpublic information? 
The courts might allow a civil action, (the 11th Circuit found it improper in 
a civil action) but I feel the 9th Circuit has made it clear that you cannot 
criminally prosecute someone under this rule.  This would be an improper 
shifting of the burden of proof.  The SEC would be requiring a criminal 
defendant to put on evidence to rebut the presumption, and you, as well as 
every court in America know this is clearly improper and unconstitutional.  
     
    I also do not support 10b5-2.  Why is the SEC attempting to invade the 
"home"?  I am in favor of prosecuting individuals who "breach" a duty of 
trust and confidence, or commit fraud in the business setting, but I cannot 
see why the SEC wants to prosecute fathers for sharing secrets with sons 
(U.S. v. Reed), and husbands who give secrets to their wives (U.S. v. 
Chestman).  Didn't the 2d Circuit already make it clear that there is no 
fiduciary obligation between a husband and wife in and of itself?  Is it 
really necessary to put family relations out in the open where people would 
be subjected to public scrutiny?  Also, how do you think you could criminally 
prosecute someone under this rule?  I won't reiterate what I said earlier, 
but this rule may survive in the civil setting, but it has no chance in a 
criminal court.
     
    I urge you to rethink these rules and consider the social implications, 
as well as the public policy concerns.
     
Thank you,
Jason Odom, 3L at Stetson University College of Law in St. Petersburg, Florida