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###### Securities and Exchange Commission

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of May 21, 2007: 

Open Meetings will be held on Wednesday, May 23, 2007 at 9 a.m., Thursday, May 24, 2007 at 9 a.m. and Friday, May 25, 2007 at 9 a.m., in the Auditorium, Room L-002. A Closed Meeting will be held on Thursday, May 24, 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), (4), (5), (7), (8), (9)(B), and (10) and 17 CFR 200.402(a)(3), (4), (5), (7), (8), 9(ii) and (10), permit consideration of the scheduled matters at the Closed Meeting. 

Commissioner Atkins, 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 Wednesday, May 23, 2007 at 9 a.m. will be: 

1. The Commission will consider whether to adopt interpretive guidance for management regarding its evaluation and assessment of internal control over financial reporting. The Commission will also consider whether to adopt amendments to Exchange Act Rules 13a-15(c) and 15d-15(c) that would make it clear that an evaluation that complies with the Commission's interpretive guidance would satisfy the annual management evaluation required by those rules. In addition, the Commission will consider whether to adopt amendments to Rules 1-02(a)(2) and 2-02(f) of Regulation S-X to require the expression of a single opinion directly on the effectiveness of internal control over financial reporting by the auditor in its attestation report. Finally, the Commission will consider whether to adopt amendments to Exchange Act Rule 12b-2 and Rule 1-02 of Regulation S-X to define certain terms. 

2. The Commission will consider a number of rule proposals addressing the registration and disclosure requirements for smaller companies, as well as private offerings of securities, including whether: 
    - To propose amendments to increase the number of companies eligible for the scaled disclosure and reporting requirements for smaller reporting companies;
    - To propose amendments to expand the eligibility requirements of Form S-3 and Form F-3 to permit registration of primary offerings by companies with a public float of less than $75 million, subject to restrictions on the amount of securities sold in any one-year period;
    - To propose exemptions from the registration requirements of the Securities Exchange Act of 1934 for grants of compensatory employee stock options by non-reporting companies;
    - To propose a new Regulation D exemption for offers and sales of securities to a newly defined subset of “accredited investors,” as well as to propose revisions to the Regulation D       ( print page 28529)                          definition of “accredited investor,” disqualification provisions, and integration safe harbor and to provide interpretive guidance regarding integration;                 
    - To propose revisions to Form D and mandate electronic filing of Form D; and
    - To propose amendments to Rule 144 to revise the holding period for the resale of restricted securities, simplify compliance for non-affiliates, revise the Form 144 filing thresholds, and codify certain staff interpretations, as well as to propose amendments to Rule 145.

3. The Commission will consider whether to adopt rules to implement provisions of the Credit Rating Agency Reform Act of 2006. 

The subject matter of the Open Meeting scheduled for Thursday, May 24, 2007 at 9 a.m. will be: 

The Commission will hold a roundtable discussion regarding proxy voting mechanics. 

The subject matter of the Closed Meeting scheduled for Thursday, May 24, 2007 at 2 p.m. will be. 

Formal orders of investigations; 

Institution and settlement of injunctive actions; 

Institution and settlement of administrative proceedings of an enforcement nature; 

Resolution of litigation claims; 

Regulatory matter regarding a financial institution; and 

Other matters related to enforcement proceedings. 

The subject matter of the Open Meeting scheduled for Friday, May 25, 2007 at 9 a.m. will be:

The Commission will hold a roundtable discussion regarding proposals of shareholders. 

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: May 16, 2007. 

Nancy M. Morris, 

Secretary. 

 [FR Doc. E7-9743 Filed 5-18-07; 8:45 am] 

BILLING CODE 8010-01-P