Andrew C. Liazos

Overview

Andrew C. Liazos heads the Firm’s Executive Compensation Group and the Boston Employee Benefits Practice. 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.

Results

Successfully represented Liberty Mutual in its ground-breaking challenge to overturn Vermont’s All Payor Claims Database reporting requirements in the US Supreme Court and 2nd Circuit as being pre-empted under ERISA
Represented a Fortune 200 company in successfully defending against over $50 million in proposed IRS compensation deduction disallowances under golden parachute rules
Advised a Fortune 100 company on implementing stock rights programs in over 30 countries and multinational European companies on implementing stock rights programs in the United States

Successfully represented State Street in dismissing a class action by hundreds of former Chrysler executives asserting claims to tens of millions of supplemental retirement benefits lost during Chrysler’s bankruptcy
Retained by Big 4 accounting firm as tax expert to resolve compensation related tax position dispute in its acquisition of a professional services business
Secured dismissal of breach of fiduciary duties claims in US District Court alleged by minority shareholders of Demoulas Supermarkets related to losses associated with $50 million Fannie Mae and Freddie Mac investments
Retained as special counsel to Mercury Payment Systems in connection with its S-1 filing and its subsequent $1.65 billion acquisition by Vantiv
Structured global employment companies and advised on tax treatment of cross-border transferring employees with regard to outstanding equity rewards
Obtained private letter ruling from IRS allowing a public company to retain deductibility of over $45 million in compensation despite failure to timely secure shareholder re-approval
Successfully assisted clients with de-risking transactions by designing lump sum payment programs for former employees, group annuity contract purchases to shift risk to insurers and freezes of future benefit accruals for new hires
Retained as special counsel in structured executive compensation arrangements in “Up-C” structure going public transaction for entities structured as partnerships, including Premier, Inc. and ZAIS Group
Advised Liberty Mutual on employee benefits and executive compensation matters with respect to its $6.2 billion acquisition of Safeco and $2.7 billion acquisition of Ohio Casualty
Negotiated favorable PBGC settlement that allowed a non-US entity to avoid over $20 million of liability upon termination of US subsidiary’s pension plan
Advised Fortune 200 company in redesigning its executive compensation program and proxy disclosure practices to address investor concerns, secure favorable say-on-pay vote following less than 50% approval in prior year and obtain approve of share reserve increase
Successfully defended large privately held business against IRS assessment challenging over $10 million in compensation paid annually as being non-deductible unreasonable compensation
Represented a large physician group in successfully creating the direct service payment exemption from ACA’s $500,000 per employee tax deduction requirements under Section 162 (m) final regulations
Successfully negotiated a settlement with an insurer that resulted in a multi-million return of insurance premiums upon an employer’s termination of a group long term disability policy

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Recognitions

American College of Employee Benefits Counsel, 2007, Fellow
American Bar Foundation, Fellow
BTI Consulting Group, Law Firm Client Service All-Star
Chambers USA, 2006-2019, Leading Lawyer
Acritas Stars, 2019, listed among independently rated lawyers

Community

American Bar Association Joint Committee on Employee Benefits National Institute on Executive Compensation (2014), Co-Chair; Tax Section – Employee Benefits Committee (2016), Vice Chair; Multinational Employee Benefits Subcommittee (2007-2010) and Joint Split-Dollar Life Insurance Task Force (2002-2003), Chair Emeritus
American Law Institute, Faculty Member
American College of Employee Benefits Counsel, Fellow, 2011 – 2016

Credentials

Education
Suffolk University Law School, JD, cum laude, Tax Moot Court, 1990
University of Massachusetts Amherst, BS, cum laude, Phi Kappa Phi, 1987

Admissions
Massachusetts
Maine
New York

Overview

Results

Recognitions

Community

Credentials

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