April 16, 2007
This is to urge rejection of the consolidation as:
1. Investor rights will be reduced by cutting the number
of major available arbitration venues in half.
2. Investor rights also will not be served by failing to
provide a mechanism for full accountability and
control over NASD/NYSE management by owners. Lack
of salary controls and conflicts of interests, for
example, will only encourage more scandals.
3. Ownership control of NASD is being stolen from the 45%
or so of NASD members who obtained their pro rata
ownership fairly and did not vote for the merger.
4. NASD management failed to commission or provide
credible fairness opinions on the transaction.
5. The $35,000 proposed payment to each NASD member is a
fraction of the indicated value of the enterprise.
6. A terrible example is being set for corporate America.
NASD minority owners are being squeezed out.
7. The NASD management have huge conflicts of interest
associated with this transaction. They will person-
ally benefit from the proposed scheme by wrenching
control from their members/owners and they simul-
taneously oversee regulation of the members/owners.
Only by use of an independent agent to consider
merger terms and details can fiduciary responsibili-
ties be met.