Subject: Comment on proposed rule S7-16-07

August 31, 2007

Dear U.S. Securities and Exchange Commission:

I am writing in reference to SEC File Number S7-16-07.

As a concerned investor, I am alarmed to know that the SEC is considering proposals to restrict or eliminate our ability to make shareowner concerns known to corporate management.

I oppose allowing any company to opt out of the shareholder resolution process, or require a 5% threshold of share ownership in order to participate in the proxy process.

I urge the SEC and Congress to stop any initiatives that would limit the rights of shareholders to sponsor proxy resolutions or to prevent investors from nominating members of corporate boards.

The current system works, and leads to constructive engagement with companies. I have participated in filing several resolutions, and know it promotes dialog, exchange of valuable perspectives, and encourages companies to improve their practices, which in turn will improve their management and their performance and accountability.

I am worried that the SEC is on the wrong track. In my view, we need more shareholder involvement in American corporations -- not less. I strongly support the rights of shareholders to use the resolution process to engage their companies in dialog on important issues, and encourage responsible corporate actions.

A lack of transparency and openness often ends up costing companies and our economy in a myriad of ways.

I also believe that the real owners of America's companies should be able to help nominate corporate board members. This is a process that could use more openness and accountability. Investors have a duty to take their ownership role seriously. At the same time, the companies have a responsibility to investors: They should be expected to listen to their shareowners -- rather than working to limit the rights of shareholders to raise important issues, including the selection of corporate directors.

The direction of these SEC proposals seem particularly unconstructive. They do not serve the public interest or the goal of investor protection. Do not allow the voice of investors to be silenced!

Thank you for your attention to my comments.


Nancy Deren