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.
View From McDermott: SEC Proposes New Pay Versus Performance Disclosure Rules
By Andrew Liazos on Jun 23, 2015
Posted In 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. The proposed rule, issue under Section 953(a) of the Dodd-Frank...
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SEC Proposed Hedging Transaction Disclosure Rules
By Andrew Liazos and William R. Pomierski on May 4, 2015
Posted In Fiduciary and Investment Issues
Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act) that would require disclosure of chief executive officer pay ratios and a new pay-for-performance table. But there’s another proposed rule that could cause significant headaches for public...
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SEC Proposes New Pay versus Performance Disclosure Rules
By Andrew Liazos on Apr 30, 2015
Posted In Executive Compensation
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe a mandatory pay versus performance disclosure. Read the full article.
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Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation
By Andrew Liazos, Ruth Wimer and William R. Pomierski on Apr 14, 2015
Posted In Executive Compensation
On March 31, 2015, IRS issued final regulations clarifying that stock options and SARs will only qualify as performance-based compensation if granted under a stockholder-approved plan that includes an individual limit on the number of such awards that may be granted during a specified period. In addition, only certain types of stock-based compensation are eligible...
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Council of Institutional Investors Adopts Policy against Automatic Acceleration of Unvested Equity Awards on a Change in Control
By Andrew Liazos and Joseph K. Urwitz on Apr 10, 2015
Posted In Executive Compensation
On April 1, 2015, the Council of Institutional Investors (CII), a shareholder rights advocacy group, adopted a policy opposing the automatic vesting of unvested equity awards on a change in control at public companies. Companies have often provided for such “single-trigger” vesting to encourage executives and employees to work towards the completion of a sale...
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SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees
By Andrew Liazos and William R. Pomierski on Mar 10, 2015
Posted In Executive Compensation
The U.S. Securities and Exchange Commission recently issued a proposed rule that would require public companies to disclose in annual proxy statements whether their employees and board members may hedge or otherwise offset any decrease in the market value of such companies’ equity securities. The proposed rule implements Section 955 of the Dodd-Frank Act and...
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ISS and Glass Lewis Update Proxy Voting Guidelines for 2015
By Andrew Liazos and Thomas P. Conaghan on Dec 16, 2014
Posted In Executive Compensation
Institutional Shareholder Services Inc. (ISS) and Glass Lewis have released their annual updates to their proxy voting guidelines for the 2015 proxy season. Read the full article.
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Camp Tax Reform Proposal Targets Executive Compensation
By Andrew Liazos on Aug 5, 2014
Posted In Executive Compensation
On February 26, 2014, U.S. House of Representatives Committee on Ways and Means Chairman Dave Camp (R-Mich.) released the proposed Tax Reform Act of 2014 (the Camp Proposal). In addition to simplifying the Internal Revenue Code (IRC) and reducing corporate and individual tax rates, the Camp Proposal would fundamentally change the income tax rules that...
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IRS Ruling Allows Tax-Deferred Stock Rights for Fund Managers
By Andrew Liazos and Ruth Wimer on Jul 17, 2014
Posted In Retirement Plans
Revenue Ruling 2014-18 holds that stock options and stock-settled stock appreciation rights (stock rights) granted by offshore funds and other entities domiciled in tax-indifferent jurisdictions can be structured to avoid immediate taxation under Section 457A of the U.S. tax code. Among other things, this ruling allows an offshore fund to compensate its managers with stock...
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IRS Releases Final Instruction for Form W-8BEN-E
By Andrew Liazos, Patrick Ryan, Ruth Wimer and Todd Solomon on Jun 27, 2014
Posted In Retirement Plans
In March 2013, the Internal Revenue Service (IRS) issued the final version of Form W-8BEN-E Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting. This form allows certain non-U.S. retirement plans to claim exemption from the reporting and withholding requirement of the Foreign Account Tax Compliance Act (FATCA). However, the...
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