Subject: FW: 
 
Date:    11/19/97 9:43 AM
     
     
     
Chairman Arthur Leavitt 
Securities and Exchange Commission
450 5th Street NW
Washington, D.C. 20549
     
Dear Chairman Leavitt:
I am writing to make known my serious objection to the SEC's proposed 
rules (S7-25-97).  These rules, if adopted, would seriously undermine 
the shareholder process and give companies free license to make 
dangerous, shortsighted management decisions without review by, or 
accountability to, their investors.
Today's shareholder process is a responsible one and a powerful tool of 
democracy.  Shareholder participation in corporate governance has led to 
many important changes in corporate behavior.  For example: the 
establishment of clear standards for corporate environmental behavior, 
divestment in South Africa, and an end to the use of child labor and 
corporate governance, to name a few.  
The shareholder process allows for dialogue between shareholders and 
corporate decision-makers and helps find real solutions to urgent 
social, environmental, labor and human rights issues. The following 
provisions are especially problematic:
*       The new rules would block shareholder resolutions that address 
less than 3% or $10 million of a company's business.  This provision 
would effectively eliminate many emerging issues or business practices 
that are not easily measured in dollars such as sweatshop labor or 
pollution. 
     
The new rules provide an automatic qualification for any resolution 
sponsored by the owners of 3% of a company's shares of stock.  For most 
Fortune 500 companies, 3% of the shares means more than $1 billion worth 
of stock, which means only the biggest investors could wield this kind of 
clout. This is grossly discriminatory.
Please protect the rights of American shareholders to address 
irresponsible corporate behavior through the shareholder resolution 
process and stop these regulations from going through. 
                                Sincerely,
                                                Corinna Stern