Media Mentions
2011
“Say-on-Pay Rules Include Delay for Small Companies”
Compliance Week, March 1, 2011
Andrew Liazos recommended that companies not pursuing business combinations should consider “on an issuer by issuer basis” disclosing executive golden parachute compensation plans in their annual proxies because SEC rules offer an exception to shareholder votes on such plans if a transaction occurs later. “Companies need to consider how much more disclosure they would have to provide to satisfy [the SEC rules] and whether it could tilt their [say-on-pay] vote in a negative way.”
Andrew C. Liazos, Employee Benefits, Executive Compensation
“Shareholders Kick Off Annual Meeting Season with ‘No’ Votes”
Boardmember.com, February 17, 2011
Andrew Liazos said of shareholder no votes on executive pay packages at several companies that more such rejections are “not going to be surprising…due to general dissatisfaction with corporate financial results as opposed to problems with specific [compensation] committee actions.” He believes more companies want annual rather than triennial votes “because they can see from early voting results that the shareholders really want to have an annual say-on-pay vote.” For that reason Mr. Liazos sees companies putting “much more focus on persuasion versus compliance when it comes to the proxy disclosure” because “the primary focus has securely shifted to favorable say-on-pay votes.”
Andrew C. Liazos, Employee Benefits, Executive Compensation
“Final Say-on-Pay Rules Include Delay for Small Companies”
Compliance Week, February 1, 2011
Andrew Liazos suggested that companies should consider “on an issuer by issuer basis” whether to make disclosure in their annual proxies about golden parachute executive compensation arrangements in certain transactions, in order to take advantage of an exception in new shareholder say-on-pay (SOP) rules if the transaction occurs later. “Companies need to consider how much more disclosure they would have to provide to satisfy [the new rules] and whether it could tilt their SPO vote in a negative way,” he said.
Andrew C. Liazos, Employee Benefits, Executive Compensation
“The Latest SOP Frequency Update”
Compliance Week, January 27, 2011
Andrew Liazos noted that because smaller companies are not required by the SEC to hold shareholder “say-on-pay” (SOP) votes until 2013, some of these companies will likely not recommend the triennial votes that larger companies now favor. He added that the bulk of any company’s efforts should be on “putting their best foot forward on pay-for-performance and making sure that information is accessible to shareholders and easy to understand.”
Andrew C. Liazos, Employee Benefits, Executive Compensation
2010
“Multi-Employer Pensions May Face Painful Disclosures”
Compliance Week, November 2, 2010
Jonathan Boyles noted that a proposed Financial Accounting Standards Board rule on more disclosure of companies’ obligations in multi-employer plans may be difficult to meet because a company likely has data only on its own obligations, not the entire plan. The overall impact is important because “there’s a lot of concern about what’s happening with these plans, the increased contributions and the withdrawal liabilities,” Mr. Boyles said. “If a substantial number of employers withdraw, you can have a mass liability.”
Jonathan J. Boyles, Employee Benefits, Executive Compensation
David Delgano spoke to eFinancialCareers (October 7) about the impact of the UK’s new Equality Act on pay transparency at financial institutions. Calling it “a slippery slope,” he warned that banks “will no longer be able to discipline people for talking about how much they’re paid, and once the pay gap is reported people will [be] asking why there’s such a big discrepancy between what men and women are getting.” He advised financial companies to be proactive in looking at why some people are paid more. “Is it because they’re threatening to leave? If so, and those threatening to leave are mostly men, this could become an issue,” Mr. Delgano stated.
David Dalgarno, Employee Benefits, Employment - London, Executive Compensation, Labor & Employment, London
“Should You Really Care About the Equality Act?”
EFinancialCareers.co.uk, 7 October 2010
David Dalgarno was quoted in an article regarding pay transparency. Mr. Dalgarno commented: "It's a slippery slope, banks will no longer be able to discipline people for talking about how much money they're paid and once the pay gap is reported people will still be asking why there's such a big discrepancy between what men and women are getting". He goes on to say "You need to be looking at why some people are paid more. Is it because they're threatening to leave? If so, and those threatening to leave are mostly men, this could become an issue".
David Dalgarno, Employee Benefits, Employment - London, Executive Compensation, London
Joseph Adams was quoted by CFO on August 31 about companies’ use of retention bonuses to keep chief financial officers from leaving for stated future periods. Such payments “have been around forever and I don’t think they’re viewed as overly excessive, particularly since they’re not a flow of cash out the door,” Mr. Adams said. He added, however that “the fact that someone has taken [a retention bonus] doesn’t mean they are staying. [It] may actually just increase someone else’s cost to buy out the executive.”
Joseph S. Adams, Employee Benefits, Executive Compensation
Andrew Liazos was quoted by Pensions & Investments (August 9) regarding greater restrictions on and oversight of executive pay contained in the Dodd-Frank financial services reform law. Mr. Liazos said the law has given shareholders “new tools in trying to deal with executive compensation,” adding that because Congress “failed to deal with it” in recent years by restricting tax deductions on compensation, it now has “gone through a different way to solve the problem by giving shareholders a greater voice.”
Andrew C. Liazos, Employee Benefits, Executive Compensation
Ralph DeJong assessed for Tax Analysts (May 17) a new Internal Revenue Service report on the quality of college and university tax oversight and reporting of executive compensation and benefits. He said that the positive findings of the report should give “significant comfort to the public” that these organizations are following good governance practices, noting that the absence of significant perks and deferred compensation indicates that “the sometimes painful lessons of recent years as to certain types of highly visible benefits certainly appear to have taken hold.” He added, however, that “there are still areas ripe for improvement,” such as the need for more uniform use of the rebuttable presumption process for settling executive compensation.
Ralph E. DeJong, Employee Benefits, Executive Compensation
David Cifrino and Andrew Liazos were interviewed by Corporate Board Member on March 12 concerning new Securities & Exchange Commission (SEC) proxy rules that require disclosure of public company compensation programs that create risks likely to have a material financial impact. Mr. Cifrino noted that “if a company doesn’t say that it has any such risks … the SEC has said it will ask the company to explain what process was used to make that determination,” and Mr. Liazos added that “a significant amount of time and money will need to be expended in many cases in order to be able to demonstrate that a company’s compensation programs do not encourage excessive risk taking.” Both lawyers said the new rules will have a major impact on compensation consultants and board compensation committees.
David A. Cifrino PC, Andrew C. Liazos, Corporate Responsibility and Governance, Employee Benefits, Executive Compensation
2009
Andrew Liazos was quoted on December 15 by CFO.com in an article about how the coming of the Bush tax cuts, and a likely higher tax rate as a result, could lead to a decrease in executives’ use of deferred compensation arrangements. "It's a bit of a twist,” Mr. Liazos said. “[P]eople usually try to defer compensation as long as possible, but now you see many evaluating how to accelerate it as much as possible because of the fear the tax situation will become much worse." He added that some companies are even planning to do away with their deferred compensation plans entirely, in part for tax reasons.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos discussed issues relating to deferred executive compensation on December 15 for Forbes.com. “There's no question some executives are still deferring [pay], particularly when there is a long time horizon and their employer is stable,” Mr. Liazos said, “but many executives are deciding to take dollars now due to uncertain tax rates, economic conditions and personal cash flow.” One consideration is that the top tax rate on ordinary income may go from 35 percent today to at least 39.6 percent for 2011 as the Bush tax cuts expire. For that reason, Mr. Liazos advised executives that “if you have a large amount of dollars at stake and your time horizon is short, you're better off taking the taxable income in 2010, because otherwise you're looking at least a 5 percent haircut in terms of tax liability in 2011.”
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos spoke with Boardmember.com on October 7, warning that corporate board members need to prepare now for pending legislation in the House of Representatives that would give shareholders a vote on pay for top executives at all U.S. public companies. Mr. Liazos suggested that directors find out how management is preparing for this change by asking what the strategy is for handling shareholder communication and disclosure issues. Also, he added, board members should make sure their companies are aligning pay with performance, and jettisoning any poor pay practices that do not emphasize such an alignment. A key risk management consideration is that executives should be compensated for enhancing long-term shareholder value.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted by Dow Jones Newswires in a July 27 story about recent U.S. Tax Code changes that prohibit deferral of taxes on compensation paid to managers of offshore hedge funds. Mr. Liazos said the new rules will pose significant compensation issues, especially for funds based in tax havens. As he noted, when such funds and their managers use deferred compensation strategies, “They control when they pay the tax. That means there’s a huge amount of compensation that isn’t being taxed for periods of time.” He added that issues to be addressed in these instances include whether the fund is “tax indifferent” under IRS rules, and whether the specific compensation is subject to the Section 457A tax rule.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted in Corporate Board Member on July 23 regarding impending legislation that would require public companies with annual meetings occurring on or after December 15, 2009 to give their shareholders a say on executive compensation. Mr. Liazos noted that directors should determine how management is preparing for this change. He stated that directors should, “Ask what the shareholder communication strategy is—who handles shareholder inquiries and the fair disclosure issues that may arise? Also, make sure your company is aligning pay with performance. If your company participates in poor pay practices, now is the time to jettison them….Finally, consider risk management. Are executives compensated for long-term shareholder value?”
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was cited on May 12 in BNA Pensions & Benefits Daily as he spoke at an ABA Section on Taxation panel concerning IRS rules governing Section 457A that applies to compensation that is deferred under a nonqualified deferred compensation plan of a nonqualified entity. Mr. Liazos noted that Treasury Department interpretation is uncertain regarding a certain unusual "side pocket" arrangement in hedge funds. This is a single asset investment that Section 457A carves out and treats as an exception.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted on March 2 in The National Law Journal regarding public corporations seeking guidance from lawyers regarding the restructuring of executive bonuses, salaries and employee stock-option plans. Mr. Liazos commented, "Companies now feel compelled to more thoroughly justify and explain their compensation structure in proxy statements, much as they felt obliged to explain their stock-options backdating problems, or lack of problems, in SEC filings when that was a hot issue." He continued by noting that companies are also, "coming around to the view that clawbacks are not unreasonable." Mr. Liazos said, "Clawbacks date back to the Sarbanes-Oxley Act of 2002, but those provisions only applied to the chief executive officer or chief financial officer if he or she engaged in misconduct related to a financial statement."
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted in the February 2 edition of Law360 about how companies are starting to reflect on their compensation practices and prepare for increased public scrutiny. Mr. Liazos said public companies are also increasingly thinking about how compensation decisions will be perceived by their shareholders. "For companies that have had a difficult time, I think they're going to have to work hard to make the case that they have a real retention need, or that it makes sense to pay even though they didn't meet the pre-established performance goals," Mr. Liazos said.
Andrew C. Liazos, Employee Benefits, Executive Compensation
2007
Ralph DeJong and Michael Peregrine were quoted in the June 4 issue of The National Law Journal in an article they co-wrote in regards to the recent decision in the controversial Spitzer v. Grasso litigation dealing with Grasso's excessive compensation payments. "This decision thus suggests, in a significant and dramatic way, the likely of different strategic options for both the "enforcer" of nonprofit corporation laws and for the subjects of that enforcement," Mr. DeJong and Mr. Peregrine wrote.
Ralph E. DeJong, Michael W. Peregrine, Executive Compensation, Health
Andrew Liazos was quoted by Bloomberg on January 16 in regard to the Senate Finance Committee's possible proposal to limit $1 million on deferred compensation.
Andrew C. Liazos, Executive Compensation, Non-Qualified Deferred Compensation
2006
Michael Peregrine was quoted in the October 20 issue of The Washington Post regarding the judge's ruling that former NYSE chief Dick Grasso breached his duty by failing to disclose his ballooning retirement fund in the years before his resignation. "This is the kind of decision that will make nonprofit CEOs sit up and take notice," commented Mr. Peregrine. "They're going to spill their coffee in their laps when they read this case."
Michael W. Peregrine, Executive Compensation, Health, Tax Exemption
Andrew Liazos was quoted in the October issue of CFO on the impact of new Securities and Exchange Commission executive compensation disclosure rules. Speaking to the work required to complete the compensation discussion and analysis that must now accompany 10-K filings, Mr. Liazos commented that "the SEC really doesn't want boilerplate in these documents." He also noted that some companies are renegotiating compensation packages as a result of the increased disclosure.
Andrew C. Liazos, Executive Compensation
Andew Liazos was quoted in the September 12 issue of The National Law Journal, about a sweeping tax code 409A—regulating many deferred-compensation plans favored by private companies, including stock options. Both tax and corporate attorneys feel that the new law is strewn with pitfalls and complexities that hinder corporate deal making and expose executives to penalties. He commented on the problems that this code has had on buyer and how it could have been avoided if Congress would have given "the regulators an opportunity go update the regulations as opposed to having Congress come in and change the rules of the game completely."
Andrew C. Liazos, Corporate, Employee Benefits, Executive Compensation
Ralph DeJong was quoted by Modernhealthcare.com on May 25 regarding not-for-profits' executive compensation. "The IRS' soft audits focused on poorly reported facets of not-for-profits' executive compensation, particularly perks and deferred compensation that are expected to accrue value," Mr. DeJong says.
Ralph E. DeJong, Employee Benefits, Executive Compensation
Michael Peregrine was quoted in the May 4 issue of BNA's Health Law Reporter regarding executive compensation processes of nonprofit hospitals. He suggested they "focus on known 'trouble spots' independence of the process, including both committee members and advisers, transparency to the board of the recommendations, committee and board comprehension of retirement benefits and clarification of travel, entertainment, and discretionary expenditures."
Michael W. Peregrine, Executive Compensation, Health, Tax Exemption
Andrew Liazos was quoted in the February 14 issue of Forbes magazine in an article about the U.S. Securities and Exchange Commission's pay disclosure proposals. Attorneys say more rules provide more opportunities for companies to mess up, and more information means more ammunition for lawsuits. "There's going to be so much information to go after. I suspect there will be a fair amount of activity," Mr. Liazos said.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted on Forbes.com on February 14 regarding the SEC's pay disclosure proposals. Mr. Liazos commented that more being information provided could mean more ammunition for lawsuits.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Polly Plimpton was quoted in the January 19 issue of the Christian Science Monitor on fuller disclosure of CEO compensation. This article was also picked up by ABC.com and National Public Radio.
Anne G. Plimpton, Corporate, Executive Compensation
Andrew Liazos commented in the January issue of CFO Magazine that it is uncertain how common the backdating of options has been that SOX now requires directors and officers to report option grants to the SEC within two business days.
Andrew C. Liazos, Executive Compensation
2005
Volker Teigelkötter was quoted in the December 8 issue of Wirtschaftswoche regarding changing tax law for compensations.
Volker Teigelkötter, Employee Benefits, Employment - Germany, Executive Compensation, Germany, Tax, Tax - Germany
Joseph Adams was quoted on October 5 on Forbes.com on the proposed regulations released by the U.S. Treasury Department giving companies an additional year to comply with a new law restricting many types of nonqualified deferred compensation arrangements for top executives. Mr. Adams noted that notwithstanding the one year extension, certain executives may still wish to take action before the end of 2005.
Joseph S. Adams, Employee Benefits, Executive Compensation, Labor & Employment, Non-Qualified Deferred Compensation
Joseph Adams was quoted by Bloomberg on September 29 regarding new proposed regulations released by the U.S. Treasury Department giving companies an additional year to comply with a new law restricting many types of nonqualified deferred compensation arrangements for top executives.
Joseph S. Adams, Employee Benefits, Executive Compensation
Andrew Liazos was quoted in the May 31 issue of Compliance Week in article about Marriott International recently informing the Securities and Exchange Commission that it is permanently suspending the payment of premiums on the life insurance policies of its CEO for fear that such payments might violate Section 402 of the Sarbanes-Oxley Act. According to Mr. Liazos, in the absence of SEC guidance about whether Section 402 prohibits split-value life insurance policies—and whether pre-SOX policies are permissible under a grandfather provision—many companies have discontinued split-value life insurance policies altogether.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Linda Doyle was quoted in the April issue of CFO Magazine in regard to increased scrutiny of executives' compensation. Ms. Doyle commented that although executives are giving up stock options "there is a demand for more-predictable compensation," meaning more restricted stock grants, stock appreciation rights, and deferred-compensation elements rather than stock options alone.
Linda M. Doyle, Executive Compensation, Labor & Employment, Trial
Andrew Liazos was mentioned in the March 2 issue of the Wall Street Journal regarding IRS audits of executive compensation at large U.S. public companies. Mr. Liazos commented that recently reported instances of tax noncompliance at these companies have raised issues of corporate governance which have gained the attention of the Chairmen of the Securities & Exchange Commission and the Public Company Accounting Oversight Board.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted in the February issue of CFO Magazine in regard to the ramifications of Sarbanes-Oxley and its impact on executives who have recently terminated employment with a public company following a restatement of its financial statements. Mr. Liazos commented that the Sarbanes-Oxley Act provides for the recapture of bonuses paid based on erroneous financial information if there is a restatement that results from misconduct regardless of the provisions in the executive's employment agreement.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted in the January 2005 issue of Workforce Management in regard to the redesigned, stricter audits by the IRS of employee pension plans and executive compensation programs. The article reiterates recommendations by the IRS for companies to perform internal reviews of their executive compensation programs and pension plans. Mr. Liazos commented on the findings of the IRS audits and says poor oversight is the cause for many of the problems with executive compensation plans.
Andrew C. Liazos, Employee Benefits, Executive Compensation
2004
Andrew Liazos was quoted in the December 6 issue of Tax Notes in regard to whether the American Jobs Creation Act of 2004 is too broad and may go too far. "Instead what we got is a statute that puts all sorts of artificial limitations on what can be done, and in addition to somewhat targeting what was perceived to be abusive, such as haircut provisions and the like, it raises questions about compensation packages that were always considered appropriate and well within the meaning of existing tax rules," commented Mr. Liazos.
Andrew C. Liazos, Employee Benefits, Executive Compensation, Tax
Andrew Liazos was quoted in the November 30 issue of Workforce Management in regard to the IRS' intense corporate audit initiatives which were instituted a year ago. The article emphasizes the need for companies to perform comprehensive compliance reviews. "If they're spending money and hiring people and finding errors, they're serious," commented Mr. Liazos regarding the IRS' ever expanding staff and resources.
Andrew C. Liazos, Employee Benefits, Executive Compensation
Andrew Liazos was quoted in the November 29 issue of Fortune in regard to year-end tax planning and the recent tax legislation impacting nonqualified deferred compensation plans. Mr. Liazos recommended that executives take the time now to understand how this legislation will impact their rights under these plans in connection with making year-end deferral elections.
Andrew C. Liazos, Executive Compensation, Tax
Andrew Liazos was quoted in the October 12 issue of the Washington Post in regard to a corporate tax bill passed by the U.S. Congress that will impact executive compensation. Mr. Liazos commented that executive compensation is under scrutiny in Congress, as well as the SEC, and that this tax bill would place new restrictions on executives' ability both to defer and to accelerate the payment of retirement benefits on a tax-advantaged basis.
Andrew C. Liazos, Employee Benefits, Executive Compensation, Non-Qualified Deferred Compensation, Tax
Andrew Liazos was quoted in the September 5 issue of the Chicago Tribune in regard to what is considered a legitimate business expense and the appropriate use of company funds for executive compensation from a shareholder's perspective. "More rules and regulations in reaction to corporate scandals will not ensure the type of conduct that investors may expect or want," commented Mr. Liazos.
Andrew C. Liazos, Executive Compensation
Andrew Liazos and David Fuller were quoted in the September 2004 issue of Financial Executive International in regard to the IRS beginning to address "significant non-compliance by public companies with the tax law requirements applicable to executive compensation." "The agency has been developing audit guidelines for its examiners, but has not released a timetable for publication," commented Mr. Liazos. "We'd all love to see IRS guidelines, but they don't have any requirement to release them to the public, though they would release them to the agents for audits," Mr. Fuller said.
Andrew C. Liazos, Employee Benefits, Executive Compensation, Non-Qualified Deferred Compensation, Tax
Michael Peregrine was quoted in the August 11 issue of The New York Times in response to the announcement by the IRS that they have begun and also broadened their inquiry of nonprofit organizations' executive compensation. "So many organizations were assuming this wouldn't apply to them, and it's clear that the scrutiny is going to be much broader," commented Michael.
Michael W. Peregrine, Executive Compensation, Health, Tax Exemption
Andrew Liazos was quoted in the July issue of CFO magazine in an article reporting on IRS audit activity following the IRS Restructuring and Reform Act of 1998. The article suggested that companies are pushing harder not to pay taxes because they see there's no enforcement. Mr. Liazos cautioned against minimizing the risks posed by IRS audits, noting the risks for CFOs under Sarbanes-Oxley in pushing too hard and the IRS' expressed interest in "sharing audit information with the SEC for purposes of enforcement action."
Andrew C. Liazos, Executive Compensation
David Fuller was quoted in "Personal use of corporate jets flies on IRS radar," published in the Chicago Tribune on January 25. The article discusses the personal use of corporate jets by executives, including those of Hollinger International. David provided extensive tax background to the article's discussion regarding the valuation and income inclusion of the personal use of corporate jets by executives, including the IRS' increased scrutiny of such use as part of its executive compensation audit initiative. Referencing the IRS' increased scrutiny of the personal use of corporate jets, David commented, "We are already seeing it. We just finished an audit where the corporate jet was a big issue." Commenting on the role of corporate security and aircraft valuation issues, David warned that "It's a dangerous gamble" to fail to follow the IRS special valuation rules for security-related travel.
, Aircraft Acquisition and Operation, Executive Compensation, Tax
David Fuller was quoted on the front page of The Washington Post business section on January 20 in an article reporting on tax breaks for company aircraft. Mentioning MWE's recent seminar on owning and operating private aircraft for business owners, Mr. Fuller stated that considerable tax advantages are available for such aircraft. Although noting limitations exist, David explained that an S corporation shareholder who uses a plane for travel that produced $5,000 in personal taxable income might receive $100,000 in deductions as his or her share of the plane's cost, for a net deduction of $95,000. "It's a great benefit," commented Mr. Fuller
, Aircraft Acquisition and Operation, Executive Compensation, Private Client, Tax
2003
David Fuller and Andrew Liazos were quoted on the IRS executive compensation compliance initiative in the Los Angeles Times on December 30. Mr. Fuller noted that “the audits are active [and that] the IRS is asking corporate tax directors to give them the personal returns of their executives, officers and directors.” Mr. Liazos advised that companies take the time now to evaluate their level of audit readiness. Mr. Liazos, who was also quoted on this topic in the January issue of CFO Magazine, further noted that now is "the time to inventory exactly what you have and identify what your exposure is."
Andrew C. Liazos, Executive Compensation, Tax
David Fuller was quoted in Business Week on December 12 in an article reporting on the IRS's audit initiative on compensation paid to corporate officers, executives and board members. The IRS recently said it intends to make executive pay part of every future corporate audit. “They are clearly sending a signal that they are no longer a kinder, gentler IRS. I don't see this blowing over,” Mr. Fuller commented.
Corporate Responsibility and Governance, Executive Compensation, Tax
David Fuller was quoted in an Associated Press wire story on this subject commenting that although he first became aware of this audit effort in April he has seen it expand from its initial focus on fringe benefits and deferred compensation arrangements to several other types of compensation arrangements, “This beast is growing.” He continued by saying that an internal corporate compliance audit can protect companies from some aspects of an IRS audit but that will not protect executives whose personal returns are also being examined as part of this audit initiative. The wire story was printed in a number of newspapers around the country, including the Chicago Tribune, the Miami Herald and the San Francisco Chronicle.
Corporate Responsibility and Governance, Executive Compensation, Tax
David Fuller was profiled in the November 28 issue of the Washington Business Journal. The two page spread, “Journal Profile: Paving the Way,” focused on Mr. Fuller’s efforts to start a project to help parents understand tax advantages and reduce the costs associated with adoptions. The article discussed how David's interest in this project was a result of going through the adoption process himself.
, Executive Compensation, Pro Bono & Community Service, Tax
Andrew Liazos was quoted in the November issue of CFO magazine in the article "The End of Split-Dollar Life?" Mr. Liazos commented that companies and executives that have existing split-dollar arrangements with significant cash value equity accumulation have until December 31, 2003 to restructure the plans or terminate them without paying a tax on the equity.
Andrew C. Liazos, Executive Compensation, Insurance, Split-Dollar Life Insurance
Andrew Liazos was quoted in the May 23 issue of the Boston Business Journal regarding the effect of Sarbanes-Oxley for split-dollar insurance. "Sarbanes Oxley doesn't have that many direct impacts on benefits - the blackout and the loan impact - but the broader impact is to what degree companies will look at governance procedures for their benefits plans," commented Mr. Liazos.
Andrew C. Liazos, Corporate Responsibility and Governance, Executive Compensation
Andrew Liazos was quoted in the May issue of Board Alert in regard to the increased salaries of committee chairs, non-executive chairman and presiding directors, who are doing more work than ever before. The bigger paychecks, Mr. Liazos commented, marks "a shift in thinking. Directors are saying, 'If you're putting all this additional responsibility on me, you'd better pay me well and indemnify me.'"
Andrew C. Liazos, Corporate Responsibility and Governance, Executive Compensation
Comments by David R. Fuller were included in the article, "Fare Media Could Include Debit Cards" in the May 2003 edition of Employer's Guide to Fringe Benefit Rules. Mr. Fuller and Ms. Cook predict that debit card programs for transit use will change many employers' Qualified Transportation Fringe Benefit programs.
Andrew Liazos was quoted in the March issue of Board Alert in an article addressing the future of split-dollar insurance. Mr. Liazos outlined options that exist as corporations wait for clarification from the SEC regarding split-dollar insurance. An employer can require the executive to take up the slack and pay the premiums or the company can give a bonus (with compensation tax implications) to the executive to pay the premiums. "It buys you a year without jeopardizing the policy," Mr. Liazos commented.
Andrew C. Liazos, Executive Compensation, Split-Dollar Life Insurance
David Fuller and Jerry E. Holmes were mentioned in the article "Controversy Persists Over 1-Percent Threshold" in the February 2003 edition of Employer's Guide to Fringe Benefit Rules. They speculate that the implementation of national debit card programs may require employers to "convert their cash reimbursement programs to these debit card transit passes" nationwide.
David Fuller and Jerry Holmes were mentioned in the closing article "Active Year Foreseen in Employee Benefits" in the January 2003 current developments, Complying with IRS Employee Benefits Rules. The article was based on a recent audio conference conducted by David, Janine and Jerry on fringe benefit hot topics.
2002
Andrew Liazos was quoted in the September issue of CFO Magazine regarding recent proposed changes to the taxation of split-dollar life insurance. Mr. Liazos commented that the approach taken by the proposed regulations, if adopted in its current form, will increase the tax cost of split-dollar in many cases for new arrangements. He also noted that arrangements established before final regulations are issued will continue to be covered by favorable transition rules under prior IRS guidance.
Andrew C. Liazos, Executive Compensation
David R. Fuller was quoted in the June 26 issue of Tax Notes Today regarding the Treasury Department's decision to indefinitely impose a moratorium on the employment taxation of stock options. Mr. Fuller observed that the Treasury and the IRS have taken a practical approach to this decades-old dispute and that he supported the postponement commenting that, "Employers and their stock administration departments are breathing a collective sign of relief."
Andrew Liazos was quoted in the May 23 issue of Wall Street Journal regarding an IRS ruling that makes dividing stock options in a divorce easier. It was unclear prior to the new ruling whether the IRS would assess income tax upon the transfer of stock options in a divorce settlement. The new ruling states each spouse will assume only the income tax burden for their own share of options, and only upon exercise of the options. Mr. Liazos commented that payroll taxes could remain the employee's burden after transferring the options, and that the IRS is seeking comments on such a proposal.
Andrew C. Liazos, Executive Compensation
David R. Fuller appeared at the Treasury regulation hearing on the payroll tax treatment of statutory stock options. The May 14 issue of Tax Notes Today, published an article in advance of that hearing in which Mr. Fuller was quoted extensively. "The IRS guidance has a broad and chilling effect on statutory stock options," observed Mr. Fuller, who has written on the subject, and was involved in the related Sun Microsystems litigation while at the IRS. Mr. Fuller has strenuously defended employer and employee rights to rely on the IRS' longstanding favorable treatment of the plans. Mr. Fuller also commented that there is a "significant administrative burden of tracking, withholding, depositing, and reporting on the exercises" and that the guidance "clearly does not go far enough to alleviating that burden."
Andrew Liazos was noted in the April issue of CFO Magazine in an article addressing how recent IRS guidance (Notice 2002-8) impacts equity split dollar life insurance. Executives may terminate or restructure equity split dollar in many cases before January 1, 2004, and acquire outright ownership of a whole life insurance policy without being subject to immediate income tax. Mr. Liazos commented that IRS regulations are likely to reverse this result for the termination of an equity split-dollar agreement after 2003 that is not treated as a loan.
Andrew C. Liazos, Executive Compensation
David Fuller was mentioned in the March 27 and March 28 issues of the Daily Tax Report, regarding their official comment letter to the proposed Treasury guidance on the payroll tax treatment of statutory stock options, including their concerns that the imposition of such taxes would cause significant economic and administrative burdens for employers and employees. Mr. Fuller and recommended that the Treasury Department continue to exempt employee exercises of statutory stock options or disqualifying dispositions of the acquired stock from payroll taxes until such time as Congress enacts legislation authorizing this tax treatment.
Andrew Liazos was noted in the March issue of CFO Magazine in an article addressing how recent IRS guidance (Notice 2002-8) impacts equity split dollar life insurance. Executives may terminate or restructure equity split dollar life insurance in many cases before January 1, 2004, and acquire outright ownership of a whole life insurance policy without being subject to immediate income tax. Mr. Liazos commented that IRS regulations are likely to reverse this result for the termination of an equity split-dollar agreement after 2003 that is not treated as a loan.
Andrew C. Liazos, Executive Compensation
Andrew Liazos was quoted in the February 21 issue of Private Equity Week in an article addressing recent changes made by the IRS to the tax code dealing with golden parachute payouts. Mr. Liazos commented, "These regulations make it clear that if you have vested stock options and are otherwise not highly compensated, you won’t be subject to the excise tax unless you own more than 1% of the company."
Andrew C. Liazos, Executive Compensation, Private Equity
Andrew Liazos was quoted in the January 28 issue of Business Week. Mr. Liazos commented on planning opportunities for split-dollar life insurance under IRS guidance issued earlier this month. He noted that the guidance "gives us back the breathing room that the IRS took away last year," and allows "everyone time to figure out their best course."
Andrew C. Liazos, Executive Compensation
Andrew Liazos was quoted in the January 7 issue of Fortune magazine in an article addressing investment by Section 401(k) plans in company stock and proposed legislation that would limit employer flexibility. Proposed legislation includes reduced tax breaks for companies that match 401(k) contributions with employer stock and limitations on the periods that employees can hold matching stock in 401(k) accounts. Mr. Liazos commented that companies may reduce or cease making matching contributions if Congress enacts these restrictions.
Andrew C. Liazos, Executive Compensation
2001
Andrew Liazos commented in the November 18 issue of the Boston Globe on the tax law signed by President Bush. The law increases benefits allowed under employee retirement plans and IRAs, but several states, including California and Massachusetts, have not adopted the federal changes. Mr. Liazos commented that providing higher benefits as allowed under federal law may result in a loss of tax favored treatment for retirement benefits in these states.
Andrew C. Liazos, Employee Benefits, Executive Compensation
David R. Fuller was quoted in the November 14 issue of The San Jose Mercury News regarding the IRS' proposed new rules to subject certain stock option plans to payroll taxes. The IRS' proposed rules require companies to withhold payroll taxes when workers buy stock through employee stock-purchase and incentive stock-option plans. But Mr. Fuller commented about the effect of these proposed rules, citing the example of one client with more than 75,000 workers that has shelved its plans to implement an ESPP while the tax issues are debated on Capitol Hill.
David R. Fuller was quoted in the November 14 issue of The Wall Street Journal. Mr. Fuller commented on the IRS' proposed regulations that would impose Social Security and Medicare taxes and unemployment taxes on the exercise of certain statutory stock options. The proposed regulations impose additional tax and administrative burdens on both employers and employees. "The IRS issues a turkey--just in time for Thanksgiving," states Mr. Fuller.
Andrew Liazos was quoted as an executive compensation expert regarding the SEC and stock option rescissions in the April 2001 issue of CFO Magazine.
Andrew C. Liazos, Executive Compensation
David R. Fuller, in an extensive interview with the editor of Corporate Counsel Weekly, discussed the many ramifications of the IRS plans to subject statutory options to employment taxes. The question and answer format in the March 21 issue discussed various issues, including the history of the IRS position, the types of stock options impacted, the legal and practical effect of the proposed IRS position, and changes corporations should consider in their stock administration programs.
Andrew Liazos was quoted in the February 19 issue of Business Week on Serp Swaps.
