Electronic Shareholder Forums

AGENCY: Securities and Exchange

Commission.

ACTION: Final rule.

SUMMARY: We are adopting amendments

to the proxy rules under the Securities

Exchange Act of 1934 to facilitate

electronic shareholder forums. The

amendments clarify that participation in

an electronic shareholder forum that

could potentially constitute a

solicitation subject to the proxy rules is

exempt from most of the proxy rules if

all of the conditions to the exemption

are satisfied. In addition, the

amendments state that a shareholder,

company, or third party acting on behalf

of a shareholder or company that

establishes, maintains or operates an

electronic shareholder forum will not be

liable under the federal securities laws

for any statement or information

provided by another person

participating in the forum. Therefore,

the amendments remove legal ambiguity

that might deter shareholders and

companies from energetically pursuing

this mode of communication.

DATES: Effective Date: February 25,

2008.

FOR FURTHER INFORMATION CONTACT:

Lillian Brown, Tamara Brightwell, or

John Fieldsend at (202) 551–3700, in the

Division of Corporation Finance, U.S.

Securities and Exchange Commission,

100 F Street, NE., Washington, DC

20549–3010.

SUPPLEMENTARY INFORMATION: We are

amending Rule 14a–2,1 and adopting

new Rule 14a–17,2 under the Securities

Exchange Act of 1934.3

I. Background

On July 27, 2007, the Commission

published for comment a release

proposing, among other things,

amendments to the proxy rules relating

to electronic shareholder forums.4 W