From: CRFinley@aol.com
Sent: Friday, January 24, 2003 11:33 PM
To: rule-comments@sec.gov
Subject: File No. S7-45-02

I am writing to express lay support for a change in attorney rules.  
The goal of these rules must be to strike a balance between 
attorney-client privilege, and achieving investor confidence.  

The January 24, 2003 Wall Street Journal has reported on two pending 
results of the Sarbanes-Oxley Act: the mutual fund disclosure of proxy 
votes, and the noisy withdrawal proposal.  At this time I am suggesting 
alternatives to both provisions.

Mutual fund disclosure of proxy votes might force mutual funds to reveal 
conflicts of interest that act against investors.  However, I would be 
in support of a broader rule that requires publicly traded companies to 
disclose the votes of ALL shareholders above x%.  (The SEC would be best 
to determine 'x' to achieve desired effects.)  This does place more burden 
on publicly traded companies, but it would afford similar protections to 
both smaller investors who tend to use mutual funds, and those who invest 
individual stocks.

The noisy withdrawal concept should be acceptable to any lawyer that 
believes in justice.  SEC should see an opportunity to work with the 
American (or state) Bar Association (s), which, like most professional 
associations, has a code of ethics.  A mechanism that binds lawyers to 
the ABA code of ethics, or auditors to a CPA code of ethics, but indirectly 
feeds partial information to the SEC could aid SEC enforcement a great deal.  
The ABA could amend a code of ethics such that lawyers could resign and/or 
report limited information (such as state, industry, generalized suspicion) 
to the ABA.  A rule that achieves even voluntary disclosures that give the 
SEC tips on where to start investigations, might do better for Corporate 
America and the investing public than mandatory reporting that results in 
higher unemployment for lawyers, and corporations with less internal legal 
guidance than are currently in use.

Cheryl Finley, MBA, Concerned Citizen
Christiansburg, VA