In This Issue:

*Final Rules from the SEC Coming Soon – Compensation Committee Member Independence and the Use of Independent Compensation Consultants

*Tweet to Win! Practical Pointers for Using Social Media to Run Online Promotions

Introduction:

Dear clients and friends,

In this issue we present a summary of the Securities and Exchange Commission's (the "SEC") proposed rules to enact the Dodd-Frank Act's heightened independence requirements for compensation committee members and compensation advisers. The SEC's rules, proposed in March 2011, are expected to be finalized this summer with implementation by the national securities exchanges between 90 and 365 days thereafter.

We are also including an article summarizing the laws, rules and regulations that companies should consider when engaging in sweepstakes and promotional giveaways. Sweepstakes, drawings, prizes, raffles and giveaways have long been popular promotional tools. These promotions continue to be used by a wide variety of companies and their use has expanded significantly with the explosion of the Internet and social media. Structured properly, these promotions can be efficient and effective advertising tools. Companies need to be careful though to comply with various federal and state regulations governing sweepstakes and similar promotions because the line between a permitted sweepstakes and a prohibited gambling activity can be "fuzzy."