| TO: | Jonathan G. Katz, Esq.
Secretary, Security and Exchange Commission |
| FROM: | Michael S. Harris |
DATE: | Thursday, August 15, 2002 |
RE: | File No. S7-21-02 |
In response for the SEC's request for comments contained in Release No. 46079, I offer the following with regard to certification by the CEO and CFO in periodic reports:
The requirement to state that the report contains all information about the company is overbroad. It fails to take into account the Texas Gulf Sulfur line of cases which I read to allow a company to withhold material information in certain circumstances, provided insiders do not trade on such information. The blanket certification proposed would preclude a company from legitimately withholding material information necessary for valid competitive reasons.