From: Nate Tobik
Sent: July 21, 2016
Subject: Comments on Concept Release: Business and Financial Disclosure Required by Regulation S-K,,[Release Nos. 33-10064, 34-77599; File No. S7-06-16]

To Whom it May Concern,

I wanted to comment on the proposed disclosure rules.

Under current regulations a company can "go dark" if the number of registered shareholders is less than 300. Where a registered shareholder is one who owns shares in certificate form. Certificate holdings are antiquated, something that is widely recognized as companies pay dividends on ALL shares, not just certificate shares. Yet under current rules shareholders who have the ability to vote for Directors and receive dividends are not viewed as "true" shareholders for the matter of this rule.

It's time for the SEC to recognize that shareholders in any form (both street holders and registered holders) are all shareholders and enforce this rule uniformly. The implication of this is companies with more than 300 shareholders with only a few who own certificates would need to make financial information available to shareholders once again.
Companies could no longer hide in the dark pretending to be private when in fact they are public, traded and have hundreds of shareholders.

A first step would be to disallow going private transactions unless the company had less than 300 shareholders, both registered and in street name. Beyond that enforcing financial disclosure would be an excellent second step.

I have written extensively about this issue elsewhere:

Thank you

Nate Tobik