From: Keith & Micki Parker [ksparker@telisphere.com] Sent: Monday, April 07, 2003 9:43 PM To: rule-comments@sec.gov Subject: File No. S7-45-02 April 7,2003 Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0609 RE: Proposed Rule: Implementation of Standards of Professional Conduct for Attorneys; File No. S7-45-02 When towers of arrogance and entitlement grow in an individual or a corporation, fueled by a self-serving greed with a stomach for easy predatory fare, and built layer by layer upon shifty schemes and lies and at others expense, collapse is inevitable-- there is never enough to sustain those with insatiable appetites for unjust gain. Thus have corporate giants toppled and collapsed, finally imploding on themselves but also creating, on impact, a ground zero of devastation, loss, and victims. The business world is virulently infected with corporate scandals that, like a highly contagious plague, continue to spread unabated. Defrauding giants have hemorrhaged the public's trust and confidence in a fair marketplace to the point of death. "The dirty secret of the mess," writes legal ethics professor Susan Koniak in her article, Who Gave Lawyers A Pass ? (Forbes Magazine, 8-12-02), "is that without lawyers few scandals would exist, and fewer still would last long enough to cause any real harm. Lawyers need to be regulated. No other legal reform enacted will do any good as long as there are no consequences to lawyers who bless anything a manager wants to do." Recognizing that enabling "counselors of fraud" (Dante's Divine Comedy) are always lurking somewhere in the shadows of mammoth fraud, the SEC has devised an efficient, preemptive tool for combating fraud and for rooting it out before it can wreak havoc -- the proposed "noisy withdrawal" rule. The "noisy withdrawal" rule will not only make it easier to hold facilitators of fraud accountable but also those who enable fraud through their silence. It will also free from persecution the honest lawyers who have the courage to protect the public from harm and speak out against undeterred fraudulent clients. It is not surprising, then, that the American Bar Association and its legions of lawyers are making the most noise over the SEC's proposed "noisy withdrawal" rule. Under the guise of promoting the health of the lawyer-client relationship by protecting client confidentiality as paramount, legal enablers are mounting a sizeable and fierce opposition to such regulation; while their true unstated purpose is to shield themselves from accountability and liability and/ or to protect their own cash cows. Who will restore health to the marketplace? Who will work to repair the public's shattered trust? Who will call to account the fraudulent-- the betrayers of trust and their enabling "counselors of fraud"? Who is willing to stop unethical corporate giants dead in their tracks before they can take any more prisoners and make off with any more plunder? Congress has charged the SEC with this duty. Will the SEC have the willingness to oppose such intimidating, formidable and powerful foes and the courage to battle them? Take a lesson from the story of a shepherd boy named David who dared to battle with Goliath, a terrorizing giant who was almost 10 feet tall, garbed in over 125 pounds of almost impenetrable armor and armed with a spear whose tip, alone, weighed 15 pounds. David witnessed the army of his people, the Israelites, being paralyzed in fear by the daily taunting and threats of Goliath, which seemed even the more menacing because they were hurled by this larger-than-life mouthpiece for the ominous army of the warring Philistines, posed right behind him and poised for invasion. Focused on the size of the opposition and quaking in terror, not one of the Israelites was willing to accept Goliath's challenge of a one-to-one battle that would decide conclusively which army would be the victors and which would become the vanquished. No one that is, except David. David was outraged that anyone, no matter how big, would dare to insult and defy his God, his king, and his people. David asked his king for permission to take on Goliath. Despite the king's objection to David's youth, inexperience and naivete, David's persistence and resolve and the fact that there were no other courageous souls stepping forward, convinced the king to let David try and defend the honor of his God and country. The king dressed David in defensive armor and armed him with his mighty shield and spear. David was not used to such weighty encumbrances and took it all off. Instead, David opted for his trusty slingshot and shepherd staff and he went to the brook and selected 5 smooth stones and put them in his pouch. Then David approached Goliath, who was astonished and incensed that the Israelites would send forth such a puny opponent. He said to David, "Am I a dog, that you come at me with sticks?" (1 Samuel 17:43) While Goliath was fomenting at the mouth and cursing him, David ran at him and took aim with his slingshot. With only one well-placed stone to the forehead, David felled the giant instantly and silenced him permanently. David's courage inspired and revived the Israelite army and that day they routed the fleeing Philistine army whose courage had died with Goliath. Fraud rears its ugly head in many ways, limited only by men's imagination and cleverness to devise yet more schemes for unjust gain. The SEC has only limited resources for protecting the investing public and for fighting Goliath-like battles against corporate giants and rampant fraud. "Noisy withdrawal" is like David's one, well-placed stone. It is an effective, efficient rule that will shrink the number of fraud cases and cause those contemplating facilitating or enabling fraud to do so at their certain peril. It is the one well-placed stone that can restore and preserve the integrity of the marketplace and the public's confidence therein. Though David was armed with 5 stones, he only needed the one well-placed stone and the focus and courage to execute the shot. "Noisy withdrawal" is the SEC's one well-placed stone. By instituting the noisy withdrawal rule, the SEC will see the demise of fraud and will never have to revisit the rules months or years down the road or face, later, the colossal devastation of a market that has totally collapsed. It will never have to hear an angry Congress and public thundering about why the SEC failed in its duty to protect the integrity of the marketplace. The intent of law is to provide a safe harbor for the innocent and upright; never a hidden cove for the corrupt and deceitful. Rules that, by their absoluteness, permit or sanction unjust gain are immoral. The absolute adherence to client confidentiality at the expense of the innocent is such a rule. "Noisy withdrawal" is a much needed, just, and justifiable exception that needs to be added to the arsenal of the upright. I, for one, hope and pray that the SEC has the willingness to stare down its opposition from corporate giants and their legions of lawyers, the focus to take aim, and the courage to execute the rule for "noisy withdrawal." Respectfully submitted, Michele L. Parker, Wife of a hard-working bread-winner, Stay-at-home mother to 3 children, Client of an honest, admirable lawyer whom we specifically selected because this ethical lawyer had the guts to report his fraudulent client who conspired with a fraudulent judge and who, after 6 years, is still being persecuted by the Washington State Bar Association for having the courage to tell the truth and protect the public from harm. 1747 Sunset Drive Tacoma, WA 98465 253 566 6270