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.
Compensation and Proxy Litigation and the Latest Delaware Cases
By Andrew Liazos on Jun 30, 2016
Posted In Executive Compensation
The 2016 proxy season continues to illustrate that compensation issues remain at the forefront, especially where companies have activist investors. Private companies considering going public must wrestle with decreasing valuations, tax issues, stockholder litigation, and Delaware law. Litigation on compensation-related matters continues to evolve, requiring a firm grasp of Delaware law and past and current...
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IRS Provides New 409A Guidance: New Proposed Regulations Provide Additional Clarity, Warn of Abusive Practices and Present Planning Opportunities
By Andrew Liazos and Ruth Wimer on Jun 23, 2016
Posted In Employee Benefits, Employment, Executive Compensation
On June 21, 2016 the IRS issued proposed regulations to modify and clarify existing regulations under Section 409A of the Internal Revenue Code. Many of these changes resulted from practitioner comments and the IRS’ experience with Section 409A after issuing the final regulations. Overall, most of the proposed changes are favorable, and may provide some...
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IRS Issues Regulations Affecting Compensation Arrangements at Tax-Exempt Organizations
By Andrew Liazos, Joseph K. Urwitz, Mary K. Samsa and Ralph E. DeJong on Jun 22, 2016
Posted In Executive Compensation
On June 21, the IRS issued long awaited proposed regulations under Section 457 of the Internal Revenue Code that affect a broad range of compensation arrangements at tax exempt organizations. If a compensation arrangement is subject to Section 457(f), the employee is immediately taxed upon earning a vested right to receive “deferred compensation” that might...
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Fiduciary Issues and Data Privacy: Is Your Plan Data Really Safe?
By Anthony A. Bongiorno and Andrew Liazos on Apr 7, 2016
Posted In Privacy and Data Security
Despite the fact that Personally Identifiable Information (PII) definitions are continuously broadening with the addition of new data elements, and proposed federal legislation aims to reconcile state laws, security breach threats remain. Review the full presentation here.
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Special Executive Compensation Tax Issues in Corporate Transactions
By Andrew Liazos on Mar 24, 2016
Posted In Employment, Executive Compensation
In the corporate transactions context, it is increasingly important to be familiar with the key tax considerations relating to mergers and acquisitions, and how to minimize tax risks in such transactions. In the following presentation, Andrew Liazos, partner at McDermott Will & Emery, provides an overview of executive compensation tax issues to limit the effect of...
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Webcast: Fiduciary Issues and Data Privacy
By Anthony A. Bongiorno and Andrew Liazos on Mar 18, 2016
Posted In Benefit Controversies, Employment, Privacy and Data Security
Webcast Details: March 23, 2016 1:00 – 2:00 pm EDT / 12:00 – 1:00 pm CDT REGISTER HERE McDermott Will & Emery invites you to a webcast to hear how employers and third-party administrators protect the privacy of employee participants’ personal information. On March 23, 2016, Ann Killilea and Andrew Liazos will discuss complex issues...
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SEC Proposal on New Pay versus Performance Disclosure Rules
By Andrew Liazos on Mar 9, 2016
Posted In Benefit Controversies, Employee Benefits, Employment, Executive Compensation
On April 29, 2015, the Securities and Exchange Commission (SEC), by a three-to-two vote, proposed new rules that would prescribe new mandatory pay-versus-performance disclosure. The proposed rule would include specific information showing the relationship between executive compensation ‘‘actually paid’’ and financial performance of the registrant. Click to read the full article from Pension & Benefits...
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Recent Case Law Suggests Corporations Should Implement Limits on Director Equity Awards
By Andrew Liazos on Sep 8, 2015
Posted In Employee Stock Ownership Plans (ESOPs), Executive Compensation, Fiduciary and Investment Issues
Recent case law suggests that corporations should consider implementing limits on director equity awards similar to those implemented for executives. The current practice is to include director equity awards in stockholder approved “omnibus” stock plans that also cover executive officers and key employees. However, unlike for certain executives, there are no regulatory requirements regarding limits on directory...
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SEC Finalizes Rules Regarding Disclosure of CEO Pay Ratio—What They Require, What to Do and What’s Next
By Andrew Liazos on Aug 11, 2015
Posted In Executive Compensation
In yet another divisive 3-2 vote along party lines, on August 6, 2015, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies (other than emerging-growth companies, smaller reporting companies and foreign private issuers) to disclose the ratio of the compensation of its chief executive officer to the median compensation of its...
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Privacy and Security Concerns for Employee Benefit Plans with Service Provider Relationships
By Anthony A. Bongiorno, Andrew Liazos and Amy C. Pimentel on Jul 21, 2015
Posted In Benefit Controversies, Employment, Fiduciary and Investment Issues, Health and Welfare Plans, Labor, Privacy and Data Security, Retirement Plans
Recent cyber-attacks on health insurers have heightened awareness that sensitive participant and beneficiary information may not be adequately secure. There will undoubtedly be other attacks on databases maintained by service providers to employee benefit plans, which raises an important question for Employee Retirement Income Security Act of 1974 (ERISA) fiduciaries: what should be done now...
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