Corporate Services

Our nation’s businesses are facing increasing demands from Congress, federal and state government regulators, shareholders and other constituencies for better governance of their organizations, increased disclosures regarding their operations, and increased focus on incentives for risk-taking and conflicts of interest.

Not-for-profit organizations are also subject to heightened scrutiny by federal and state regulators and watchdog organizations with respect to their governance and systems for managing risks and conflicts of interest. The Internal Revenue Service has clearly indicated its view that a successful charitable institution is a well-governed institution.

Organizations in various regulated industries, including health care and pharmaceutical providers, banks and other financial institutions, food and beverage providers and utilities, are all facing new governance and compliance challenges.

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.

• Public companies.
  
  
• Family-owned and other private entities.
  
  
• Foundations and public charities.
  
  
• Healthcare and pharmaceutical companies.
  
  
• Financial institutions and holding companies.
  
  
• Insurance companies.
  
  
• Trade and professional associations.
  
  
• Utilities.
  
  
• Institutional investors with an interest in good corporate governance.

• 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.
  
  
• Insider trading and short-swing profit compliance programs.

For more information regarding our Corporate Governance and Compliance services, please contact Joseph D. Masterson at (414) 277-5169 / , John P. Vail at (312) 715-5042 /  or your local Quarles & Brady attorney.