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###### Securities and Exchange Commission

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of May 7, 2007: 

An Open Meeting will be held on Monday, May, 7, 2007 at 9 a.m. in the Auditorium, Room L-002, and a Closed Meeting will be held Tuesday, May 8, 2007 at 2 p.m.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters may also be present. 

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B), and (10) and 17 CFR 200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the scheduled matters at the Closed Meeting. 

Commissioner Casey, as duty officer, voted to consider the items listed for the closed meeting in closed session. 

The subject matter of the Open Meeting scheduled for Monday, May 7, 2007 will be: 

The Commission will hold a roundtable discussion regarding shareholder rights and the federal proxy rules. The discussion will address the federal role in upholding shareholders' state law rights, the purpose and effect of the federal proxy rules, non-binding proposals under the proxy rules, and binding proposals under the proxy rules.

The subject matter of the Closed Meeting scheduled for Tuesday, May 8, 2007 will be: 

Formal orders of investigations; 

Institution and settlement of injunctive actions; 

Institution and settlement of administrative proceedings of an enforcement nature; an adjudicatory matter; and 

Other matters related to enforcement proceedings. 

At times, changes in Commission priorities require alterations in the scheduling of meeting items. 

For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: 

The Office of the Secretary at (202) 551-5400. 

Dated: April 30, 2007. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7-8430 Filed 5-2-07; 8:45 am] 

BILLING CODE 8010-01-P