Subject: S7-25-97
Author:  Caleb Kleppner 
Date:    12/1/97 10:52 AM
     
     
You should be promoting more shareholder activism, not less.  I strongly 
oppose the proposed Amendments to Rules on Shareholder Rights.
     
I'm sure you're aware of all the arguments in favor of greater 
shareholder rights, so I won't repeat them here.
     
I read every tenth comment on these proposed rules, and every one 
opposed the rules.  The only people who favor these rules are director 
and managers of corporations.  They have a legal fiduciary obligation, 
so they are legally prohibited from considering non-financial goals in 
the operation of their company.  Shareholders can and should pursue 
broader notions of societal well-being, and the shareholder resolution 
is the principle tool for doing this in the corporate structure.  I urge 
you to reject these proposed rules and move in the opposite direction, 
toward greater access for shareholders to shareholder resolutions.
     
Your webpage tells us that the SEC is the investor's advocate.  The 
investors are telling you clearly what they want.  I request that you 
honor their desires.  Remember that you are the advocate of investors, 
not of corporations.
     
Sincerely,
     
Caleb Kleppner
1202 Waterview Dr.
Mill Valley, CA 94941
415/868-1338 (w)
415/388-1096 (h)