Law Offices of
KIRSHMAN & HARRIS
A Professional Corporation
315 South Beverly Drive, Suite 315
Beverly Hills, California 90212
(310) 277-2323 - FAX (310) 277-6701
M E M O R A N D U M
|TO: || Jonathan G. Katz, Esq.
Secretary, Security and Exchange Commission
|FROM: ||Michael S. Harris|
| Thursday, August 15, 2002|
| File No. S7-21-02|
In response for the SEC's request for comments contained in Release No. 46079, I offer the following with regard to certification by the CEO and CFO in periodic reports:
The requirement to state that the report contains all information about the company is overbroad. It fails to take into account the Texas Gulf Sulfur line of cases which I read to allow a company to withhold material information in certain circumstances, provided insiders do not trade on such information. The blanket certification proposed would preclude a company from legitimately withholding material information necessary for valid competitive reasons.