Open Meeting Agenda
Wednesday, May 23, 2007

Agenda as of May 21, 2007. Note that Open Meeting agendas are subject to last-minute changes.

Item 1: Commission Guidance Regarding Management's Report on Internal Control Over Financial Reporting under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; Amendments to Rules Regarding Management's Report on Internal Control Over Financial Reporting

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.

For further information, please contact Michael G. Gaynor, Office of the Chief Accountant, at (202) 551-5300, or Sean Harrison, Division of Corporation Finance, at (202) 551-3430.

Items 2–7: Smaller Reporting Company Regulatory Relief and Simplification; Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 and F-3; Exemption of Compensatory Employee Stock Options from Registration Under Section 12(g) of the Securities Exchange Act of 1934; Revisions to Limited Offering Exemptions in Regulation D; Electronic Filing and Simplification of Form D; Revisions to Securities Act Rules 144 and 145 to Shorten Holding Period for Affiliates and Non-Affiliates

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;

For further information, please contact Kevin M. O'Neill or Johanna Vega Losert, Division of Corporation Finance, at (202) 551-3460.

• 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;

For further information, please contact Daniel Greenspan, Division of Corporation Finance, at (202) 551-3430.

• 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;

For further information, please contact Amy M. Starr, Division of Corporation Finance, at (202) 551-3115.

• to propose a new Regulation D exemption for offers and sales of securities to a newly defined category of "qualified purchasers," as well as to propose revisions to the Regulation D definition of "accredited investor," disqualification provisions, and integration safe harbor and to provide interpretive guidance regarding integration;

For further information, please contact Anthony G. Barone or Steven G. Hearne, Division of Corporation Finance, at (202) 551-3460.

• to propose revisions to Form D and mandate electronic filing of Form D;

For further information, please contact Corey A. Jennings, Division of Corporation Finance, at (202) 551-3258.

• 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.

For further information, please contact Ray Be or Katherine Hsu, Division of Corporation Finance, at (202) 551-3430.

Item 8: Oversight of Credit Rating Agencies Registered as Nationally Recognized Statistical Rating Organizations

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

For further information, please contact Randall W. Roy, Division of Market Regulation, at (202) 551-5522 or Rose Russo Wells, at (202) 551-5527.