In conclusion, we deeply respect the important work of the Commission in these challenging times, and recognize the enormous staff efforts that have gone into the Commission’s compliance with Sarbanes-Oxley. We hope that this letter is constructive, and that you understand the depth of concern about proposed Part 205 among securities lawyers and among other attorneys who represent issuers in various capacities. While much of the proposed rule is well-conceived, we have attempted to address those parts that need additional work. Finally, we hope the Commission will reconsider those parts of the proposed rule that threaten to undermine the attorney-client privilege that is fundamental to the American system of justice and has served our capital markets well, though not perfectly, for so many years.

Respectfully Submitted,

Corporation, Finance and Securities Law Section, District of Columbia Bar

cc:
The Honorable Harvey L. Pitt
The Honorable Cynthia A. Glassman
The Honorable Paul S. Atkins
The Honorable Harvey J. Goldschmid
The Honorable Roel C. Campos
Giovanni P. Prezioso, Esq.
Meyer Eisenberg, Esq.