From: Love, Stephanie [slove@groom.com] Sent: Wednesday, June 11, 2003 10:22 AM To: rule-comments@sec.gov Cc: Lanoff, Ian Subject: Re: S7-10-03 Sent on behalf of Ian Lanoff: I am an attorney located in Washington, DC who specializes in representing fiduciaries of private and public sector employee benefit plans. These plans are shareholders that own corporate shares and the government has made it clear that the fiduciary duty of plan officials includes paying close attention to corporate governance activities that affect share value. As such, I have an acute interest in the SEC's recent press release announcing its intention to examine the rules governing how shareholders can vote their proxies at corporate annual meetings. I also have an interest in the SEC review as I own corporate shares in my personal retirement account. Earlier in my career, I represented labor unions. At that time I noted the positive impact on the performance of union representatives brought about by the requirement in the 1959 Landrum-Griffin Act that union officers conduct periodic member elections. Congress had the right idea in enacting that law to curb excesses in behavior by certain powerful, allegedly corrupt labor movement leaders. In my opinion, the SEC now has a unique opportunity to develop similar measures to address the problematical behavior of powerful, allegedly corrupt corporate leaders. And unlike the situation in 1959, when legislation was needed as no federal agency had the authority to regulate union activities, the SEC possesses such authority over the corporate sphere. The SEC can ensure that shareholders, like union members, can be granted the opportunity to hold its representatives directly accountable. In my opinion, this can best be accomplished in two ways – by the SEC increasing the number of measures deemed binding upon management and second, by the SEC permitting shareholders to more easily nominate and elect directors. Few can appreciate the power of fiduciary rules to regulate fiduciary behavior more than I, based upon my years of experience in providing advice to my clients. But historically, these rules alone were not sufficient to curb abuses committed by certain union and corporate fiduciaries. For that reason, I applaud the SEC for its willingness to examine additional ways to hold corporate officers responsible to their shareholders. Ian D. Lanoff