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 a member of its Tax Department. Andie 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 is chair of its Gender Diversity Committee. Andie previously served on the Firm’s Compensation Committee.
Professional Recognition
In 2009, Chambers USA ranked Andie as a Leading Individual in tax for her “expert opinions on the taxation of financial products.” Also in 2009, The Legal 500 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 Legal 500 further noted in domestic tax and in structured finance and derivative products that Andie “is highly recommended for her energy, competence and impressive standards,” and 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.” In 2008, The Legal 500 recognized Andie as “a determined and knowledgeable” tax lawyer in the field of derivatives. Since 2008, 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.” In 2007, Andie was named one of the 50 Most Influential Women Lawyers in America by the National Law Journal. She was selected because of her national impact in her field of practice and her “demonstrated power to change the legal landscape, shape public affairs, launch industries, and do big things.” Lawdragon featured Andie as one of the Top 500 Leading Dealmakers, and as one of the 500 Leading Lawyers in America. Andie was rated by her peers as one of the Top 50 Female Lawyers and a Super Lawyer in Tax. She was recognized by Leading Lawyers 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.
Legal Practice
Andie focuses her legal practice in the multifaceted world of derivative financial products (their taxation, management, trading, regulation and documentation) and energy and commodity trading, contract negotiation and dispute resolution.
Commodities and Energy Practice
Andie represents multinational businesses, financial service firms, 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. 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 with respect to trading activities and contractual matters. She provides advice on a wide range of transactional, regulatory, controversy and tax matters, including 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 conducting 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 addressing disputes between commodity customers and their brokers.
In 2009, Andie conducted two-day workshops in Singapore; Cairo, Egypt; and Libreville, Gabon, on international arbitration and dispute resolution for energy and natural resource contracts. She provided an in-depth discussion of popular energy contracts (including concession agreements, production sharing agreements, joint operating agreements, EPC contracts, EPCM contracts, farm-out/farm-in agreements, trading agreements and joint venture agreements); common contractual disputes, with an emphasis on key contract energy contract disputes; international ad hoc and institutional arbitration clauses, strategies, forums and seats; effective (and defective) arbitration clauses; and advantages and disadvantages of arbitration and other forms of dispute resolution.
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. 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 appropriate legal, regulatory, and tax compliance policies and procedures and frequently 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. She also drafted the 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. She also assisted the Charles Schwab Corporation in drafting and updating its 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 strategies at audit and in response 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), tax hedgers, and energy companies in ongoing tax audits and appeals, and with respect to compliance with U.S. tax obligations and the availability to foreign entities of trading safe harbors.
And fourth, since the early 1980s, Andie has worked to shape legislative and regulatory policy with respect to the taxation and regulation of derivative products. She represented The Options Policy Association in its successful effort to shape legislation dealing with the taxation of exchange-traded options. She represented a coalition of energy trading companies in their successful efforts to shape the tax hedging rules as applied to commodity trading. She represented the Interstate Natural Gas Association of America in its efforts to conceive and draft legislative language to protect dealers in commodity derivatives from adverse tax consequences. And she represented the Weather Risk Management Association in drafting comment letters to the CFTC and Treasury Department on the appropriate treatment of weather derivatives activities.
Publications, Presentations and Teaching
Andie is the author of Financial Products: Taxation, Regulation, and Design (CCH, 2006), 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 80 times by courts and tax commentators. Andie co-edited and contributed three chapters to the book Energy and Environmental Trading: US Law and Taxation (Cameron May, July 2008). She is the co-editor and a contributing author of the forthcoming book from Oxford University Press entitled Energy and Environmental Project Finance Law and Taxation: New Investment Techniques. 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 (2000 to 2006).
Andie is a frequent speaker at conferences and workshops, having made over 270 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 tax and trading issues, most recently by Business Week, guardian.co.uk, National Law Journal, Global Finance, Fidelity, Tax Notes Today, Inc. Magazine, and Chicago Lawyer.
In 2008, Andie conducted a two-day workshop on credit derivatives in Singapore, providing an in-depth discussion of the global credit derivatives markets and credit derivative documentation, focusing on negotiations, reducing backlog, and addressing legal risk.
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 the documentation of derivatives as part of “Derivatives: Design, Regulation, and Documentation,” a course open to students in the law school and the J. L. Kellogg School of Management.
Professional Leadership
Andie currently serves on the Climate Change & Emissions Committee of the Energy Bar Association (EBA), of which she is also a member. Andie is a member of the National Association of Women Lawyers (NAWL), the Wall Street Tax Association (WSTA), Women’s Council on Energy and the Environment (WCEE), 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’s (ISDA’s) Committee on North American Tax. Andie served on the International Finance Advisory Board for the University of Georgia's Terry College of Business and the board of advisors for the Illinois Institute of Technology’s Stuart School of Business, Financial Markets & Trading Program. She was a founding member of the Financial Innovation Study Committee/Weird Instrument Study Committee (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 served on the Tax Executive Committee of the Chicago Bar Association (CBA) and chaired its Division on Tax Shelters, Real Estate, and Partnerships.
Promoting Gender Diversity
Andie has committed herself to improving gender diversity in law firms and professional service firms. She has spoken over the past five years at more than 20 national diversity conferences, trade association meetings, and professional service firms on the importance of assuring women equal access to career opportunities and leadership roles. She played a leading role in developing the Chicago Bar Association’s (CBA’s) “Call to Action,” a program 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.
The Firm’s Gender Diversity Committee, chaired by Andie, has developed 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. In October 2006, 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 2006, Andie co-founded the Women’s Leadership and Mentoring Alliance (WLMA) to bring professional women in Chicago together to network, mentor, and support leadership opportunities for younger women. Interest in WLMA has grown across the country. To facilitate its expansion, Andie now serves as a founding board member of WLMA, Inc., a not-for-profit corporation, and is working with professional women in New York, Washington, D.C., and Los Angeles to establish regional WLMA groups in their communities.
In an effort to promote diversity on corporate boards, Andie serves as a Lifetime Friend and Chicago Friend of Boardroom Bound, a not-for-profit organization dedicated to fostering good governance, independence, and diversity in corporate boardrooms.
Charitable and Community Service
Andie is a founding board member and chair of the board of The Women’s Treatment Center (TWTC), a Chicago-based residential and outpatient treatment facility for alcohol and substance abuse. In February 1998, Andie received an award for her contribution to the lives of TWTC’s women and children. In May 2007, TWTC presented Andie with its first Founders Award for her involvement in founding TWTC, the acquisition of its facilities, and her years of support of TWTC’s mission. During her tenure as board chair, TWTC significantly expanded its programs and services and has reduced the barriers that pregnant women and women with small children face in obtaining help with substance abuse.
Andie recently joined the board (and currently serves on the Executive Committee) of the Chicago Foundation for Women, 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 the 2009 Annual Luncheon, where Gloria Steinem was the featured speaker. She is a former member of the board of directors of DanceArt, an organization providing dance and communication training to at-risk children in Chicago.
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 the Special Education Program up as an approved pro bono program, and she has actively encouraged her colleagues to represent special needs students to obtain acceptable individualized educational plans. Personally, she 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, in 2004 the Cook County Board of Commissioners awarded Andie its Unsung Heroine Award. In 2007 Andie 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. In October 2007, Andie was enrolled by McDermott in its “Partner Pro Bono Honor Roll” for her work on pro bono and community service initiatives.
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.
Education
- Northwestern University School of Law, J.D. (cum laude), 1978
- University of Illinois at Urbana-Champaign, B.A. (summa cum laude), 1975
