From: paul [paul@thorntonmotion.com]
Sent: Monday, March 29, 2004 7:13 PM
To: rule-comments@sec.gov
Subject: Comments on S7-19-03


      Comments on S7-19-03 (Proposed Director Nomination Changes)

      Comments on the March 10, 2004 Roundtable Discussion



      Dear Sir or Madam:

      The SEC Roundtable on security holder director nominations,
      conducted on March 10, 2004, in my opinion confirms that
      the SEC's proposed rule changes in this area are meaningless.
      They will not introduce democratic principles into corporate
      governance.  Instead, these proposed changes will only continue
      to promote the soviet model of corporate governance used by
      most American public corporations.

      The panelist pointed out four major deficiencies in the proposal:

           1)  The proposed rule changes are very complicated.

           2)  They are slow--it takes two years for a security holder
               director nomination to occur.

           3)  The SEC may not have the legal authority to make the
               proposed regulations.

           4)  Delaware corporations probability can legally avoid
               security holder director nominations by forbidding
               them in their controlling documents.  In this case,
               state law can be use to override SEC regulation.

     The above deficiencies render the SEC's proposal meaningless.


     TWO SMALL STEPS TO CORPORATE DEMOCRACY.


     Instead of the proposed rule changes, the SEC should:
     
     1)  Amend 14a-8(i)(8) and 14a-8(i)(9) to allow shareholders to make
         14a-8 proposals regarding "votes of no confidence."  Shareholders
         could then attempt to implement Ira Millstein's or Joseph
         Grundfest's proposals.  "Votes of no confidence" procedures
         would be approved or rejected by a vote of the shareholders. 
         That's corporate democracy in action.

     2)  Should create a safe harbor for withhold vote campaigns.
         Roy Disney and his associates felt it necessary to make SEC
         filings for their withhold vote campaign at Disney.  This is
         a disgrace in a free county.  

         Withhold votes are speech.  Even with the proposed changes,
         withhold votes are still first and foremost speech because
         they can not directly influence control of a corporation.
         Since free speech is the bedrock of democracy, shareholders
         should be allowed to run withhold vote campaigns without any
         SEC involvement.
             

      Thank you for your consideration.

      Paul Tomasik
      605 N Williams
      Thornton, Il 60476

      paul@thorntonmotion.com