From: Powers, Tom [tpowers@mcdermott.com]
Sent: Wednesday, December 18, 2002 10:03 AM
To: 'rule-comments@sec.gov'
Subject: Proposed Rule:Implementation of Standards of Professional 
Conduct for Attorneys

The attorney-client secrecy argument should be rejected for public 
corporations, which are entities, not individuals. The GC should be 
reporting to the B.O.D/shareholders-owners, not the CEO. No single 
individual (CEO)should ever be trusted to represent all "owners", 
otherwise the B.O.D. concept is meaningless. We have seen what 
maintaining the status qou has done to what was once major corporations. 
The protection of the public "trumps" the way the rules existed in the 
past. The new rule won't make it impossible for the G.C. to collude 
with the CEO and again see a corporation's downfall, but it will give 
the G.C. a lot more to think about, particularly if he doesn't report 
to the CEO, but is hired and fired by the B.O.D.