Andrew Liazos
Subscribe to Andrew Liazos's PostsAndrew C. Liazos is the global chair of McDermott’s Benefits & Compensation Practice Group and has practiced at McDermott for over 25 years. Andrew focuses his practice on compensation and benefit matters, including related securities, M&A, IPO, private equity, international and litigation matters. Clients range from Fortune 500 companies to compensation committees to individual executives in employment and severance negotiations. Read Andrew Liazos' full bio.
Senate Finance Committee Modifies Executive Compensation Provisions in New Modified Mark of Tax Reform Bill
By McDermott Will & Emery and Andrew Liazos on Nov 17, 2017
Posted In Employee Benefits, Employment, Executive Compensation
On Tuesday night, Senate Finance Committee Chairman Orrin Hatch (R-UT) released a new modified mark of the Senate version of the Tax Cuts and Jobs Act that modifies provisions related to Internal Revenue Code (Code) Sections 409A and 162(m). The Chairman’s modification adds a transition rule for the elimination of employer deductions for payments over...
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House Tax Bill Would Gut Deferred Compensation Plans and Curtail Executive Pay Deductions
By Andrew Liazos and William R. Pomierski on Nov 7, 2017
Posted In Employee Benefits, Employee Stock Ownership Plans (ESOPs), Employment, Executive Compensation, Health and Welfare Plans
The US House of Representatives Committee on Ways and Means proposed Tax Cuts and Jobs Act intends to reduce corporate and individual tax rates. To pay for the proposed changes, the House Tax Bill would, if enacted, negatively impact long-standing current executive compensation practices. Continue reading.
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SEC Publishes Helpful Guidance on Pay Ratio Disclosure
By Andrew Liazos, Eric Orsic, Gary Emmanuel, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen, Thomas P. Conaghan and Thomas J. Murphy on Oct 26, 2017
Posted In Benefit Controversies, Executive Compensation
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published interpretive guidance on September 21, 2017. Continue reading.
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ERIC Challenges Oregon Reporting Requirements for Retirement Plans
By McDermott Will & Emery and Andrew Liazos on Oct 13, 2017
Posted In Benefit Controversies, Employee Benefits, Employment, Retirement Plans
On October 12, 2017, McDermott Will & Emery filed a lawsuit on behalf of The ERISA Industry Committee (ERIC) challenging new reporting requirements under Oregon law as applicable to retirement plans subject to ERISA. Below is a press release from ERIC and Q&As regarding this litigation. OregonSaves is the state of Oregon’s state-run retirement program that...
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McDermott Announces Determination Letter Replacement Program, Addressing the Gap in Retirement Plan Compliance
By Brian Tiemann, Diane Morgenthaler, Jeffrey Holdvogt, Jacob Mattinson, Joseph K. Urwitz, Kay Kemp, Lisa Loesel, Maggie McTigue , Mary K. Samsa, Sarah L. Engle, Allison Wilkerson, Alan D. Nesburg, PC, Andrew Liazos, McDermott Will & Emery and Todd Solomon on Oct 10, 2017
Posted In Employee Benefits, Employee Stock Ownership Plans (ESOPs), Fiduciary and Investment Issues, Retirement Plans
Since the announcement by the Internal Revenue Service (IRS) that sponsors of individually designed retirement plans may no longer receive a periodic determination letter, plan sponsors have faced uncertainty about how to demonstrate compliance for their retirement plans. Our McDermott Retirement Plan Compliance Program, a new opinion letter and operational review program for individually designed...
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Internal Revenue Service Updates Golden Parachute Payments Audit Technique Guide, Signaling Key Items IRS May Review on Audit
By Andrew Liazos, Joseph K. Urwitz and McDermott Will & Emery on Aug 24, 2017
Posted In Employee Benefits, Executive Compensation
In early 2017, the IRS updated its Golden Parachute Payments Audit Technique Guide for the first time since its 2005 issuance. While intended as an internal reference for IRS agents conducting golden parachute examinations, the Audit Technique Guide offers valuable insight for both public and private companies, and recipients of golden parachute payments, into how...
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District Court Dismisses Shareholder Claim That Equity Award Share Withholding Triggers Section 16(b) Liability
By Andrew Liazos on Aug 22, 2017
Posted In Employee Benefits, Executive Compensation
A United States District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer for purposes of Section 16(b) of the Securities Exchange Act of 1934 ( Exchange Act), unless...
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M&A Webinar Series Part II: The Due Diligence Process
By Andrew Liazos on Jul 13, 2017
Posted In Employee Benefits, Executive Compensation, Health and Welfare Plans, Retirement Plans
There are many different types of mergers and acquisitions (M&A) transactions, making it very important to understand the overall deal structure and process. Andrew C. Liazos presented “Mergers and Acquisitions Webinar Series Part 2: The Due Diligence Process” for the CLE Program as part of the ABA Joint Committee on Employee Benefits and the American...
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Proposed Changes to § 409a Regulations: Greater Clarity and Better Planning Alternatives
By Andrew Liazos and Allison Wilkerson on Jun 22, 2017
Posted In Employee Benefits, Executive Compensation
Andrew Liazos and Allison Wilkerson wrote this bylined article on Tax Code Section 409A’s deferral and payment requirements for nonqualified deferred compensation plans. Recent IRS Section 409A guidance makes “several helpful changes that employers will want to consider and take advantage of,” the authors wrote, and they warned employers that they ignore final IRS “at...
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District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability
By Andrew Liazos, Eric Orsic and Thomas P. Conaghan on Jun 13, 2017
Posted In Benefit Controversies, Employee Benefits, Employment, Executive Compensation
A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer for purposes of Section 16(b) of the Exchange Act, unless the share withholding was required, rather than...
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