Andrea S. Kramer is a partner in the international law firm of McDermott Will & Emery LLP. She is based in its Chicago office and is head of McDermott’s Financial Products, Trading and Derivatives Group, is co chair of its Energy Services Group, and is a member of its Global Renewable Energy, Emissions and New Products Group and its International Dispute Avoidance and Resolution Group. She is a member of the Firm’s Management Committee and a founding member of the Diversity Committee, and chair of the Gender Diversity sub-committee. Andie previously served on the Firm’s Compensation Committee.
Professional Recognition
Chambers USA has ranked Andie as a Leading Individual in tax for her “expert opinions on the taxation of financial products,” her “expertise in the tax treatment of financial instruments and derivatives,” her “very acute mind when it comes to securities and financial instruments taxation,” and “her considerable expertise in energy matter, including the field of renewable energy sources.” The Legal 500 has ranked Andie as a Leading Lawyer in Tax, as “widely recognized as one of our nation’s most important voices in financial market tax policy,” “the best of class in a generation of lawyers,” whose “response times are excellent,” and who “takes a deep and active interest in tax policy development.” The Legal 500 also ranked Andie as a Leading Lawyer in Domestic Tax and in Structured Finance and Derivative Products as “highly recommended for her energy, competence and impressive standards,” as “a brilliant tactician and a first-rate legal scholar” who is “detailed and thorough in her legal analysis and advice” and “shares the client’s urgency” and whose “expertise in financial derivatives is outstanding.”
Andie was named one of the 50 Most Influential Women Lawyers in America by the National Law Journal for her “demonstrated power to change the legal landscape, shape public affairs, launch industries, and do big things.” Andie received the Women’s Bar Association of Illinois’ “2011 Women With Vision Award,” given to women who have demonstrated visionary approaches in their professional endeavors and who have made contributions to the well-being and empowerment of women. She was profiled in the Chicago Lawyer magazine (February 2012 ) as an “inspiring innovator” and as the first in its series on “members of the legal community who think outside the box and inspire their colleagues. Andie was awarded the ABA Business Law Section 2012 National Public Service Award in recognition of her significant and sustained pro bono commitment and her legal counsel to The Women’s Treatment Center, a nonprofit organization. Andie has been selected by her peers for inclusion in The Best Lawyers in America. Corporate Counsel magazine has called Best Lawyers “the most respected referral list of attorneys in practice.” Lawdragon featured Andie as one of the Top 500 Leading Dealmakers, and as one of the 500 Leading Lawyers in America. She was rated by her peers as one of the Top 50 Female Lawyers, a Super Lawyer in Tax and one of the Top Attorneys in Illinois. She was recognized by LeadingLawyers Network Magazine as a Leading Lawyer in Corporate Finance Law, Securities & Venture Finance Law, Business Tax Law, and as one of the Top 100 Leading Women Lawyers in Illinois. Andie is included in The International Who’s Who of Corporate Tax Lawyers.
Legal Practice
Andie focuses her legal practice on issues related to derivative financial products, energy trading, and insurance company investment operations. In all these areas, Andie works with clients to assure compliance with or resolve disputes concerning tax laws, governmental regulation, contract negotiation, trading policies, and risk management objectives.
Derivatives Law and Taxation Practice
Andie’s derivatives practice has four broad aspects. First, she advises financial service firms, multinational businesses, insurance companies, hedge funds and other entities on a full range of derivatives matters, including implementation of Dodd-Frank. She assists in preparing tax hedge and trading policies, risk management procedures, and guidance for senior management and directors as to their obligations with respect to derivatives activities. She provides advice as to the appropriate legal, regulatory, and tax compliance policies and procedures and negotiates complicated structured derivative transactions. She offers professional liability insurance providers an impartial, third-party view of the structure, negotiation and documentation of complex business agreements that are the subject of legal malpractice claims, including derivative contracts and structured transactions.
Second, Andie works with high net worth taxpayers and family offices in structuring and managing their derivatives transactions. She drafted the Chicago Mercantile Exchange’s White Paper, High Net Worth Individuals: Tax Reference Guide for Futures, Options, and Other Derivatives; tax sections of the Chicago Board Options Exchange’s White Paper, High Net Worth Investors & Listed Options: Portfolio Management Strategies for Affluent Investors, Family Offices, and Trust Companies; also the Charles Schwab Corporation White Paper, Tax Considerations for Equity Investors Using Derivatives.
Third, she devotes a substantial part of her practice to representing taxpayers in contested matters with the IRS. Andie works with U.S. and international businesses and high net worth individuals to develop audit strategies and responses to IRS requests for information. Andie has represented clients on appeal from IRS determinations and in subsequent litigation. She is currently working with hedge fund managers and hedge funds, (domestic and offshore), with respect to availability of trading safe harbors, with respect to foreign entities, tax hedgers, mark-to-market taxpayers, and energy companies in ongoing tax audits and appeals.
Andie is recognized as a tax expert by the Financial Industry Regulatory Authority (FINRA) and is allowed to testify as a tax expert witness before FINRA arbitrations. FINRA operates the largest dispute resolution forum in the securities industry to assist in the resolution of monetary and business disputes between and among investors, securities, firms and individual registered representatives.
And fourth, since the early 1980s, Andie shapes legislative and regulatory policy with respect to the taxation and regulation of derivative products. Andie provided testimony in December 2011 in an historic joint hearing of the Senate Committee on Finance and the House Committee on Ways and Means on “Tax Reform and the Tax Treatment of Financial Products.” Her comments and public testimony have been instrumental in assisting the government modernize the taxation of financial products, hedging transactions, commodity derivatives dealers, the tax mark-to-market rules, and “notional principal contracts.” Andie represented The Options Policy Association in its successful effort to shape legislation dealing with the taxation of exchange-traded options, a coalition of energy trading companies in their successful efforts to shape the tax hedging rules as applied to commodity trading; Interstate Natural Gas Association of America to conceive and draft legislative language to protect dealers in commodity derivatives from adverse tax consequences; the Weather Risk Management Association in drafting comment letters to the CFTC and Treasury Department on the treatment of weather derivatives.
Commodities and Energy Practice
Andie works with energy companies, public utilities, power marketers, wind-power companies, commodity traders and dealers, and hedge funds on a full range of energy trading, contracting, tax and derivatives matters, including implementation of Dodd-Frank. She assists them in preparing appropriate legal, regulatory, and tax compliance policies and procedures, including tax hedge and trading policies, risk management procedures, and guidance for senior management and directors as to their obligations. She provides advice on a wide range of transactional, regulatory, controversy and tax matters, including hedging, trading, tax mark-to-market, and advice with respect to federal tax due diligence for the acquisition of physical and derivative contracts and trading books.
Andie also works with her clients on establishing and controlling trading and hedging operations for natural gas, power, oil and oil products, coal, weather derivatives, emissions allowances and renewable energy credits. She negotiates purchase and sale agreements for physical energy products and derivatives, including ISDAs, EEIs, NAESBs, brokerage agreements and customized structured transactions.
Andie previously worked with a foreign power exchange in evaluating the legal implications of expanding its business from a same-day and next-day trading market to a derivatives trading market. The legal issues included a review of collateral and credit support practices at other power exchanges around the world.
Andie also advises clients on policies, strategies, legal requirements and documentation with respect to emission reductions and renewable attributes associated with “green” and “brown” power. She currently works with a carbon offset registry in expanding its client services, including advice on the development of emissions tracking and recording systems.
Andie has represented clients in hearings at CFTC regulated commodity exchanges. She has served on National Futures Association arbitration panels and as panel chairwoman for arbitrations between commodity customers and their brokers.
Andie has conducted three day workshops in Malaysia, Egypt, Singapore, Gabon, Kenya, and Cote d’Ivoire on negotiating energy and natural resource contracts. She provided an in-depth discussion of popular international energy contracts, including concession agreements, production sharing agreements, joint operating agreements, construction contracts (covering EPC and EPCM contracts), farm-out/farm-in agreements, drilling contracts, and gas purchase agreements. She also addressed international arbitration and dispute resolution with a focus on international upstream and midstream energy and natural resource contracts.
Publications, Presentations and Teaching
Andie is the author of Financial Products: Taxation, Regulation, and Design (CCH, 2006 with the 2012 Supplement), a three-volume, 3,600-page treatise that is supplemented annually. As the leading treatise on financial products law, this book has been cited over 90 times by courts and tax commentators. Andie co-edited and contributed three chapters to Energy and Environmental Trading: US Law and Taxation (Cameron May, July 2008). She is the co-editor and a contributing author of Energy and Environmental Project Finance Law and Taxation: New Investment Techniques (Oxford University Press, 2010). Andie has written over 140 articles on topics including derivatives taxation, operational and reputational risk in trading operations, insurance coverage versus use of derivatives, energy trading and corporate governance. She was co‑editor‑in‑chief of CCH’s quarterly Journal of Taxation of Financial Products for its first six years of publication.
Andie is a frequent speaker at conferences and workshops, having made over 300 presentations on trading activities, hedging, and derivatives. She has developed and conducts multiple day training courses on the documentation and negotiation of derivative transactions, managing legal and operational risks of derivatives trading, taxation of financial products, and foreign currency tax issues. She is quoted frequently on Dodd-Frank implementation, tax and trading issues, most recently by Thomson Reuters, IFC Forum, MarketWatch, Money Management Executives,Business Week, guardian.co.uk, National Law Journal, Global Finance, Fidelity, Tax Notes Today, Inc. Magazine, and Chicago Lawyer. Andie presented a keynote address, “Implementation of Dodd-Frank – Preparing for the Challenges Ahead” to the Third Annual Chicago OTC & Exchange Traded Derivatives Operations Conference, which was included in the Business Law Currents 2011 in Review.She also discussed with Currents the trends, challenges and regulation of derivatives after Dodd-Frank, potential tax implications, and overcoming challenges for women in the legal profession.
Since 2008, Andie has conducted workshops in Singapore on negotiating ISDA contracts and credit support documents for all products (interest rate, foreign currency, equity, commodity, credit), providing an in-depth discussion of the global derivatives markets and derivative documentation, negotiations, and legal risks.
For the past 30 years, Andie has been invited to address the Treasury Department and the IRS on a wide range of financial product issues. She has conducted workshops on asset-backed securities, an interactive five-hour teleconference on the taxation of financial products (with 2,500 IRS agents participating throughout the United States), and most recently, a series of half-day training courses as part of the IRS’s internal training program for its financial product specialists, industry specialists, and senior employees.
Andie has been an adjunct professor at Northwestern University School of Law since the late 1990s. She teaches “Taxation of Financial Derivatives” in Northwestern’s Graduate Tax Program and previously taught the documentation of derivatives as part of “Derivatives: Design, Regulation, and Documentation.”
Professional Leadership
Andie is a member of the National Association of Women Lawyers (NAWL), the Women’ Bar Association of Illinois (WBAI), Women’s Council on Energy and the Environment (WCEE), Energy Bar Association (EBA), the Association of International Petroleum Negotiators (AIPN), the Chicago Finance Exchange (CFE), the International Bar Association (IBA), Arbitration Committee and Section on Business Law (Committee on Issues and Trading in Securities), the International Association of Financial Engineers (IAFE), and the International Swaps and Derivatives Association (ISDA), Committee on North American Tax. She is a fellow of the American College of Investment Counsel (ACIC). She was a founding member of the Financial Innovation Study Committee/Weird Instrument Study Committee (FISC/WISC), a group of attorneys, accountants, regulators, and economists that met in Washington, D.C., to study, on an interdisciplinary basis, financial products and derivatives. She is a member of the Chicago Bar Association (CBA) where she served on the Tax Executive Committee and chaired its Division on Tax Shelters, Real Estate, and Partnerships.
Promoting Gender Diversity
Andie has committed herself to improving gender diversity in professional service firms. She is the author of “Professional Advancement and Gender Stereotypes: The ‘Rules’ for Better Gender Communications”; “Self-Evaluations: Dos and Don’ts”; “Additional Things Women Can Do For Themselves”; and “What Professional Organizations Should Do to Advance Their Women Leaders,” all of which were published in the Women’s Bar Association of Illinois Newsletter, Fall 2011, and which have been widely distributed and reprinted. Andie was featured in the February 2012 Chicago Lawyer magazine for her efforts in promoting gender equality. She has spoken at more than 30 national diversity conferences, trade association meetings, and professional service firms on the importance of assuring women equal access to career opportunities and leadership roles, and she has conducted 10 gender diversity and gender communication webinars. She played a leading role in developing the Chicago Bar Association’s (CBA’s) “Call to Action,” designed to increase employment and advancement opportunities for women lawyers, while also serving on the working group that developed the compliance metrics with the CBA’s Call to Action goals. In November 2008, McDermott was recognized as one of the leading Chicago law firms for women lawyers based on the results of the CBA’s Call to Action.
Andie was the founding Chair of the Firm’s Gender Diversity Committee, which develops policies and initiatives to ensure the value of a diverse firm; to formalize the Firm’s long-standing commitment to acceptance of gender differences; and to hire, promote and retain the most talented lawyers regardless of gender. She is a member of the Firm’s newly constituted Diversity and Inclusion Committee and chairs its Gender Diversity Subcommittee. Andie received McDermott’s Star Mentor Award for her work with women throughout the Firm, her initiation of the Firm’s Women’s Leadership Series and her efforts to enhance the working environment for women within the Firm.
In 2005, Andie co-founded the Women’s Leadership and Mentoring Alliance (WLMA) (www.wlmaconnect.org) to bring professional women together to mentor and support leadership opportunities for professional women. WLMA is now a 501(c)(3) corporation for which Andie is the Chair of the Board and a founding board member. WLMA works with professional women in Chicago, New York, Washington, D.C., and Los Angeles.
Charitable and Community Service
Andie is a founding board member and chair emeritus of the board of The Women’s Treatment Center (TWTC), a Chicago-based residential and outpatient treatment facility for alcohol and substance abuse. TWTC is one of the first and remains one of the only facilities that accepts pregnant women and allows women in residence with up to four young children. Andie received an award for her contribution to the lives of TWTC’s women and children, and she was presented with TWTC’s first Founders Award for her involvement in founding TWTC and her years of support of TWTC’s mission. During her tenure as board chair, TWTC significantly expanded its programs and services and reduced the barriers that pregnant women and women with small children face in obtaining help with substance abuse. Andie was a recipient of the American Bar Association Business Law Section’s “2012 National Public Service Award.” Andie was selected for her sustained commitment to transactional pro bono work and her extensive counsel to TWTC.
Andie is Chair of the Board of the Chicago Foundation for Women (CFW), one of the largest women’s funds in the world, dedicated to the principle that all women and girls should have the opportunity to realize their full potential and live in safe, just, and healthy communities. She co-chaired CFW’s 2009, 2010, and 2011 Annual Luncheons.
Andie serves on the Executive Planning Committee of the Eamon Shannon Special Education Program, which works with the Pro Bono Center for Disability and Elder Law to provide legal services to children with special needs who have been denied appropriate educational services. She worked with McDermott to set up the Special Education Program as an approved pro bono program, and she has actively encouraged her colleagues to represent special needs students to obtain acceptable individualized educational plans. She has successfully represented special needs students who sought to receive needed educational support initially denied by their school districts.
In recognition of her outstanding community service, the Cook County Board of Commissioners awarded Andie its Unsung Heroine Award. She received the prestigious Women of Achievement Award from the Anti-Defamation League for her professional accomplishments, her efforts on behalf of at-risk women and children, and her vigorous advocacy of equal opportunities for women in the workplace. Andie was enrolled by McDermott in its “Partner Pro Bono Honor Roll” for her work on pro bono and community service initiatives. And, she was a member of the campaign leadership team to support The Chicago Bar Foundation’s 3rd Annual Investing in Justice Campaign.
Education
As an undergraduate at University of Illinois, Andie was Phi Beta Kappa, received the Bronze Tablet Award, and graduated summa cum laude and with high distinction in history. While in law school at Northwestern University School of Law, she was a member of the editorial board of the Journal of Criminal Law & Criminology and graduated cum laude. She is admitted to practice before the United States Tax Court, the United States Court of Federal Claims, the District Court for the Northern District of Illinois and the Court of Appeals for the Seventh Circuit.