From: peter_kahn1@hotmail.com
Sent: Sunday, December 07, 2003 12:12 AM
To: rule-comments@sec.gov
Subject: File number S7-19-03

Dear Jonathan G. Katz, Secretary,

During the past three decades vital safeguards have been stripped away and 
American capitalism is now under grave threat.  Conflict of interest is not 
now nor has it ever been synergy.  Alas, the changes in the regulatory 
framework has fostered massive conflict of interest in the areas of accounting, 
media, and market analysis.  This has lead to some of scandals of extra-ordinary 
magnitude.  These scandals have enriched those who were already fabulously 
wealthy and destroyed the savings of the rest of us suckers down below.  In 
many cases pensions have dried up and then jobs have been lost.  We need to 
begin to turn the street around for the good of the nation and for the good 
of the corporations.  If American capitalism looks like the crony capitalism 
of less economically developed nations, then global investment will go 
elsewhere and our economy will plummet.  We, as citizens, cannot allow this 
to happen.  

Business is like a fire, if in the proper environment it can thrive and yield 
many benefits.  If in the wrong environment it can burn us to a cinder or it 
can starve itself of resources and snuff itself out of existence.  Business 
needs that proper environment.  That environment is structured by the state, 
standards arrived at via professional organizations, and by the share holders.  
These can help business not to be so piggish and myoptic as to burn down the 
house for an extra percentage point.

I am writing in support of shareholders being able to better nominate 
candidates for corporate boards. I urge the SEC to support greater democracy 
in the corporate elections process, which has fallen victim to the special 
interests of the self-selected directors who now govern publicly held companies 
in the U.S. The SEC should support investors' rights to nominate legitimate 
candidates for company boards, and to do so through the company's proxy ballot 
mailed out to all investors. 

I am very concerned with what I've heard about the SEC-proposed rule. The rule 
should go much further in providing investors with strengthened rights regarding 
the nominations and voting process. I oppose the "triggering events" described 
in the proposal that make it even more difficult for investors to challenge 
corporate boards when they are asleep at the switch. Proposed by opponents of 
election reform earlier this summer, these triggers have no place in building 
a fair nominations and elections process. The new rule must provide investors, 
large and small, with greater reins over the boards that represent them -- if 
for nothing else but to pressure directors to clean up mounting conflicts of 
interest. 

The rule must provide fair and robust mechanisms for company owners (the investors) 
to place highly qualified and truly independent people on the ballot. Only then 
can shareholders effectively hold individual board members accountable for their 
action and inaction. 

Until corporate governance is strengthened to make directors more accountable to 
shareholders and stakeholders, we'll continue to lose investors' confidence in 
markets and corporate management. I hope that this time, the SEC will stand by 
investors, including individual ones that have poured their life savings into 
the markets, and improve the system to allow for greater shareholder suffrage. 
Allowing the owners of companies to have a realistic say in the membership of 
the board is one of the best ways to begin cleaning up Corporate America, and 
restore our faith in its financial system.

Sincerely,

Peter Kahn
43 Highland Street 
Southborough, MA 01772
peter_kahn1@hotmail.com