November 28, 2005

Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: Request for Rulemaking Concerning Shareholder Communications
SEC File No. 4-493

Dear Mr. Katz:

This e-mail comments on 4-493, the Request for Rulemaking Concerning Shareholder Communications submitted by the Business Roundtable (“BRT”). The BRT, alarmed that broker votes may not be always counted in favor of management in every instance, seeks yet another tool to assure the continued domination of corporations by management and incumbent directors.

Please reject this proposal, which would give near exclusive control over shareholder communications to management. Any review of shareholder communications by the SEC should start from the very real need to strengthen communication between shareholders, in order to increase their ability to hold management and incumbent directors accountable.

Communications between shareholders is essential in proxy contests, vote-no campaigns, and in soliciting support for shareholder proposals. By eliminating the role of a neutral third party, most often ADP, the BRT proposal would increase costs and litigation expenses for shareholders, especially activist shareholders. Democracy in corporate elections would not be furthered by requiring all communications to be routed by those in power.


James McRitchie, Publisher
Corporate Governance
9295 Yorkship Court
Elk Grove, CA 95758