From: P & L Greenberg [plgreen@worldnet.att.net]
Sent: Thursday, October 10, 2002 8:20 AM
To: Jonathan G. Katz
Cc: Deborah Pastor; James McRitchie
Subject: Petition for Rulemaking (SEC File No. 4-465)

October 10, 2002
 
 
Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0609
 
Re:  Petition for Rulemaking (SEC File No. 4-465)
 
Dear Mr. Katz:
 
In principle, I support the Petition for Rulemaking (SEC File No. 4-465) 
("eRaider Petition").  
 
The Committee of Concerned Shareholders and James B. McRitchie, Editor 
of CorpGov.Net, have jointly filed a Petition for Rulemaking (SEC File 
No. 4-461)("Petition"), a copy of which can be found at
http://www.sec.gov/rules/petitions/petn4-461.htm.  The eRaider Petition 
overlaps some of the suggested rule changes set forth in Petition.
 
With investor confidence recently reaching all time low levels, meaningful 
reform is needed to the financial system.  The Securities and Exchange 
Commission ("SEC") should implement that reform without attempting to 
micromanage public corporations.  Both the eRaider Petition and the Petition 
deal with an essential element of meaningful reform, i.e., permitting 
Shareholders to elect truly independent Directors.  If Shareholders are 
provided with a financially and procedurally effective means by which 
Shareholders can cause Directors to be held accountable, i.e., removed 
from office, Shareholders can become better "watchdogs" of their own 
investments.  Thus, pleas by the SEC to Congress for additional funds and 
personnel may become unnecessary.  
 
The eRaider Petition states that it is "deliberately open-ended" and has 
outlined one approach for "illustrative purposes."  The following comments 
are limited to a material part of the illustrated example.  
 
The eRaider Petition deals with "legitimate director candidates" and defines 
them, in part, as "anyone on whose behalf a definitive section 14 filing as 
a director candidate [has been filed with the SEC]."
 
In my opinion, the definition, as it refers to SEC filings, is too restrictive.  
No rationale has been expressed in the eRaider Petition as to the need, if 
any, for any such restriction.  In reality, one who is able to comply with 
the specified complex SEC filing requirement either has extensive legal 
knowledge and/or is financially able to engage legal counsel to cause such a 
filing.  Generally, persons who are able to file a definitive proxy statement
are also financially able to engage in full proxy contests and, thereby, 
provide their own proxy materials directly to Shareholders.  History has shown 
only two exceptions, i.e., proxy contest sponsored by eRaider with Goldfield 
Corporation, the grass roots proxy contest sponsored by the Committee of 
Concerned Luby's Shareholders with Luby's, Inc.  
 
Thus, from a historical prospective, the illustrated approach is of extremely 
limited application in assisting ordinary Shareholders to exercise their 
legitimate rights.  Any person suggesting restrictions upon nominators and/or 
Director-candidates bears the burden of proof as to the necessity of such 
restrictions and as to setting forth a realistic assessment of the impact(s) 
of applying the proposed restrictions.  In a nation where there is political 
democracy, that burden of proof should NOT be easily overcome. 
 
 
 
Les Greenberg
Committee of Concerned Shareholders
Culver City, CA
Information@ConcernedShareholders.com 
http://www.ConcernedShareholders.com