October 19, 2010 Via e‐mail: rule‐
[email protected] Elizabeth M. Murphy Secretary U.S. Securities and Exchange Commission 100 F Street, NE Washington DC 20549‐1090 Re: File No. S7‐14‐10, Concept Release on the U.S. Proxy System Dear Ms. Murphy: This Letter is submitted in response to the Commission's request for comments on its release captioned “Concept Release on the U.S. Proxy System,” issued on July 14, 2010 (the “Release”). The Release seeks public comment on various aspects of the U.S. proxy system. In particular, Part V‐C of the Release identifies a “decoupling” phenomenon (also known as “empty voting”) that arises when a stakeholder’s voting rights substantially exceed his economic interest in the company. Among other things, the Release requests information on the myriad ways in which empty voting can occur, and its nature, extent, and effects on shareowner voting and the proxy process. I am the Program Director for the Investor Responsibility Research Center Institute (“IRRC Institute”), whose mission is to provide thought leadership at the intersection of corporate responsibility and the informational needs of investors. The IRRC Institute has an interest in understanding the implications of empty voting and how it may affect corporate governance, investors’ confidence in the capital markets and the real economy. With that objective, the IRRC Institute commissioned The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University to produce a report (the “Report”) that highlights the different manifestations of the decoupling problem in the corporate governance, securities regulation, and bankruptcy arenas.