Subject: Attention Jonathon Katz, refer to file No. s7-25-97 Date: 11/19/97 11:12 PM Attention Jonathon Katz, refer to file No. s7-25-97. I must protest most vehemently the proposed SEC regulations that raise the minimum vote required for a stockholder initiative to be able to be reintroduced, and especially the transfer of authority to determine the relevance of a stockholder petition from the SEC to company management. These proposed regulations would have the effect of stifling the efforts of those dedicated individuals and groups who, as stockholders, are trying to make corporate managment more responsive to social and moral issues that impact their operations. While these rules would make it more conveninet for the managers of the corporations, their convenience is not a relevant consideration in this matter. The primary consideration here is the rights of stockholders to be heard at the stockholder meetings. It is true that most of these stockholder initiatives fail, but that is exactly why they need to be protected. Every so often, the voice of the stockholders becomes large enough that managment cannot ignore it and must take relevant action. An excellent example of such action was the growing movement to force international corporations to divest themselves of South African holdings as long as that government upheld the system of apartheid. A reasonable argument can be made that as that movement grew in influence, it was a significant factor in the eventual peaceful transition of power from the white minority to the black majority in that country. If the proposed SEC regulations had been in effect at that time, it is likely that this movement would never have gotten off the ground, and it is possible that, in the absence of the economic pressure brought to bear on South Africa by the companies whose stockholders demanded that they remove themselves from South Africa, the repressive government would have held on until open rebellion broke out and civil war resulted, leading to predictable chaos, massacre of people of all nationalities and probably a corrupt authoritarian regime being in power now. Note that I am not proposing this as the only alternative scenario to the one that actually happened and I am not claiming that it was avoided only because of stockholder pressure on American Companies; nevertheless, it is clear to me that this stockholder pressure played a significant, if perhaps not decisive, role in the peaceful transition of power in South Africa. It is also true that some of these stockholder initiatives are frivolous or would try to require that the corporate management undertake activities that are illegal under US law or the laws of a foreign country in which the corporation does business. That is the purpose of the present rule allowing the SEC to determine relevance. It is reasonable to expect that the SEC would be reasonably unbiased in executing this duty. Contrariwise, it is unresonable to expect corporate management to exercise the same lack of bias, and the proposed mechanism for the stockholder appeal of an arbitrary denial by managment amounts to a virtually impenetrable barrier. Stockholder meetings are not supposed to be cozy get-togethers where the managers pat themselves on the back and give themselves hefty raises for whatever they may or may not have done in the prior year. They are supposed to be a place where any stockholder can ask management the hard questions and hold their feet to the fire regarding the exercise of their corporate social responsibility. Please do not shut down this avenue of very important, if not constitutionally protected, free speech. Thank you. Hugh B. Haskell, Ph.D. 244 Beachers Brook Lane Cary, NC 27511 (919) 467-7610