From: Eliot Cohen [ecohen@aya.yale.edu]
Sent: Friday, August 22, 2003 5:25 AM
To: rule-comments@sec.gov
Subject: S7-14-03

Dear Friends, 

    These proposals fail to address the real problem of boards of directors 
that are chosen by management with no choice offered to shareholders, and 
therefore fail to carry out their legally mandated duties to protect the 
interests of shareholders. 

    The obvious solution, and that expressed overwhelmingly by shareholders 
in your previous public consultation, is for the SEC to stop enabling this 
charade of Soviet style corporate elections in which shareholders have not 
power to reject management's board nominees and choose their own. 

    These measures fail to address that central issue, and the SEC should not 
waste its time, and ours, with anything less than meaningful reform that gives 
investors-- the owners of the company-- the tools to elect the directors they 
want. 

    Thank you.
	
	Eliot Cohen