Business Law

Corporate Governance & Compliance

The increasing focus on corporate governance and the increasing regulatory and compliance burdens demand sophisticated legal assistance to comply not only with federal and state legal requirements but also to respond to a growing emphasis on “best practices” to lead to a vibrant and effective organization. Quarles & Brady brings together a talented team of professionals to render advice and assistance in the rapidly evolving area of corporate governance.

Our Clients
Governance and compliance issues arise in a wide variety of contexts and for a multitude of diverse enterprises. We offer governance advice and assistance that is specific to the needs of our particular clients, including public and private business organizations and nonprofit organizations of all types. Our clients include:

  • public companies;
  • family-owned and other private entities;
  • foundations and public charities;
  • health care and pharmaceutical companies;
  • financial institutions and holding companies;
  • insurance companies;
  • trade and professional associations;
  • utilities; and
  • institutional investors with an interest in good corporate governance.

Our Practice
We assist our clients in a wide variety of governance-related matters, including the following:

  • conduct of board meetings, the preparation of appropriate resolutions and best practices in the preparation of corporate minutes;
  • board and committee charters and other governance documents, including majority voting and director resignation policies;
  • codes of conduct for officers, directors, employees, and other constituencies;
  • risk management and risk oversight systems and responsibilities;
  • executive compensation, including:
    • ERISA and Section 409A compliance
    • compliance with laws and regulations under the troubled Asset Relief Program
    • shareholder say-on-pay
    • incentive compensation programs, including Section 162(m) issues
    • incentive compensation clawback provisions
    • options, restricted stock, and other equity compensation
    • hold-to-retirement and other equity ownership requirements
    • employment and change of control agreements
  • related party transaction monitoring and approval;
  • director and officer fiduciary duties;
  • whistleblower systems and internal investigations;
  • regulatory compliance;
  • proxy statements and other public disclosures and government filings related to governance and compliance matters;
  • proxy advisory companies and their governance guidelines;
  • shareholder proposals and concerns of the institutional investor community; and
  • insider trading and short-swing profit compliance programs.