Intelligent ChangeFrom: Rothschild, Charles [CRothschild@iinews.com] Sent: Friday, March 08, 2002 4:06 PM To: 'rule-comments@sec.gov' Subject: Intelligent Change Gentlemen: While headlines sell newspapers, the press and others are not typically focused on historical context and may suggest quick, nonsubstantial, inappropriate/DAMAGING remedies. Thoughtful and deep interpretation is necessary to effect positive rule changes/legislation. First, lawmakers and others must stop using the Analysts as scapegoats. Second, they must understand that BAD decisions are often [95%-99.9% of the time] made at/near the top of the organization, and forced on Analysts. Grasping corporate governance means understanding who is really responsible for what. It is not intelligent policy to criticize Security Analysts when the Senior executives above DETERMINE POLICY, STRONGLY INFLUENCE BAD ACTIONS and PERIODICALLY MAKE BAD DECISIONS! In my experience several years ago as an Analyst, often Analysts were the main ethical force in the firms-fighting off bad decisions, often risking their careers. Getting tough with analysts and reducing their compensation/opportunities will mean more incompetant, less ethical replacements will be selected by mean and unethical employers or employers with unethical senior staff. These unsatisfactory management people will select more and more "yes men"or "yes women" to work for them. And the public will continue to suffer. Economic vitality will diminish/RECESSIONS may exist that would otherwise be blips. The message is: think in real world terms. Stop scapgoating the Analysts!!!!! TARGETING the right people is a big part of fostering/getting any meaningful change. Empowering Security Analysts so that they can force much greater disclosure from companies is far more meaningful start to this process. Charles H. Rothschild, Former Security Analyst