Author:  "Makani Themba" 
Date:    12/7/97 12:33 PM
     
     
     
     
December 5, 1997
     
     
     
Arthur Levitt, Chairman
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549
     
Dear Chairman Levitt:
     
I writing to express my opposition to the SEC's new proposed rules (S7-25-97) 
that, if
adopted, will  severely limit the rights of shareholders and destroy a most 
important source
of corporate accountability -- shareholder oversight and input.  
     
The proposed rules would widen loopholes for corporate misconduct.  Currently, 
companies can exclude shareholder resolutions if the operations in question 
account for
less than five percent  of a company's assets and earnings or the issue is 
"otherwise
significantly related to the company."  The proposed switch to a purely economic
standard
would undermine the real intent of the process: to enable shareholders to 
participate in the
critically important issues affecting a company regardless of its present 
economic impact. 
Further, this proposed rulemaking would encourage outsourcing of questionable 
activities
(i.e., child labor practices) so that it would be even more difficult, if not 
impossible, to
hold a company accountable.  
     
Increasing the number of votes required for a shareholder resolution to be 
reconsidered
would effectively eliminate any resolutions not supported by a company's 
management. 
The system is already fraught with barriers for small investors to get our 
voices heard. 
The proposed rules would make it impossible to build support for important, new 
ways of
approaching business; new ideas; and greater avenues of corporate ethics and 
accountability.
     
I strongly support SEC's position on Cracker Barrel and urge you to go further 
and not
enact S7-25-97.  Shareholder activism is the last venue for small investors to 
make their
voices heard.  Together, business and shareholder activism have made a real 
difference in
corporate ethics, practice and  society as a whole.  Good corporate citizenship 
is an
important goal of shareholder resolutions.  It is an important goal for the vast
majority of
Americans and an important tenet of the SEC.  I hope the SEC will strongly 
consider
these points and oppose the proposed rules.
     
Thank you for the opportunity to share my views.
     
Sincerely,
     
     
     
Makani N. Themba
Co-Director
MNT:mmi
     
     
     
______________________________________ 
Makani Themba
The Praxis Project
mthemba@igc.apc.org
3780 Webster Street, Oakland, CA  94609 
(510) 655-3112 (voice) (510) 658-5122 (fax)
     
"Whoever controls the flow of information dictates our 
perceptions and perspectives; whoever controls the news 
shapes our destiny."
     
   - George Clinton
     
+++Stop the execution of Mumia Abu-Jamal!+++