Andrew C. Liazos

Andrew C. Liazos

McDermott Will & Emery

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Latest Publications


Maintaining Retirement Plan Documents after Revenue Procedure 2016-37

At the 2016 Joint Fall CLE Meeting on October 1, 2016, Andrew Liazos presented on “Maintaining Retirement Plan Documents after Revenue Procedure 2016-37.” As an employer sponsoring a retirement plan, you are required by...more

10/14/2016 - Audits Determination Letter EPCRS ESOP IRS Retirement Plan Revenue Procedures

Review of Section 409A Proposed Regulations

On June 22, 2016, the Internal Revenue Service (IRS) issued proposed changes to the regulations under the Internal Revenue Code (Code) §409A. The Code intends to clarify or modify a wide range of very restrictive rules...more

8/9/2016 - Corrections Death Benefits Deferred Compensation Exemptions Internal Revenue Code (IRC) IRS Proposed Regulation Safe Harbors Section 409A Stock Options Stocks Termination

A Blueprint for Maintaining an Individually Designed Qualified Plan after the IRS’s Determination Letter Program Cutback

In Depth - On June 29, 2016, the Internal Revenue Service (IRS) officially sounded the death knell for the five-year remedial amendment cycle with its release of Revenue Procedure 2016-37. Effective January 1, 2017,...more

7/14/2016 - Audits Benefit Plan Sponsors Determination Letter IRS Qualified Retirement Plans Retirement Plan Revenue Procedure 2016-37

IRS Provides New 409A Guidance; New Proposed Regulations Provide Additional Clarity, Warn of Abusive Practices, and Present...

In Depth - Additional flexibility to use Section 409A exemptions - ..Expanded availability of the rules for transaction-based compensation for stock rights and incentive stock options. The final regulations allow...more

6/24/2016 - Beneficiaries Debt Collection Deferred Compensation Employee Benefits Employee Stock Purchase Plans Employee Stock Purchase Rights Employment Contract Hiring & Firing IRS Safe Harbors Section 409A Severance Pay

IRS Issues Regulations Affecting Compensation Arrangements at Tax-Exempt Organizations

On June 21, the IRS issued long awaited proposed regulations under Section 457 of the Internal Revenue Code that affect a broad range of compensation arrangements at tax exempt organizations. If a compensation arrangement is...more

6/23/2016 - Compensation Agreements Deferred Compensation Employee Benefits Income Taxes Internal Revenue Code (IRC) IRS Non-Compete Agreements Severance Agreements Severance Pay Tax Exempt Entities Taxable Income Vesting

Fiduciary Issues and Data Privacy Is Your Plan Data Really Safe?

Despite the fact that Personally Identifiable Information (PII) definitions are continuously broadening with the addition of new data elements, and proposed federal legislation aims to reconcile state laws, security breach...more

4/8/2016 - Data Privacy Data Security EU Fiduciary Duty Personally Identifiable Information

SEC Finalizes Rules Regarding Disclosure of CEO Pay Ratio—What They Require, What to Do and What’s Next

In yet another divisive 3-2 vote along party lines, on August 6, 2015, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies (other than emerging-growth companies, smaller reporting...more

8/10/2015 - De Minimus Quantity Exemption Dodd-Frank Executive Compensation Final Rules Human Resources Professionals Pay Ratio Popular Publicly-Traded Companies SEC

SEC Proposed Hedging Transaction Disclosure Rules

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...more

5/5/2015 - Corporate Sales Transactions Disclosure Requirements Dodd-Frank Hedging Proxy Season Publicly-Traded Companies SEC

SEC Proposes New Pay versus Performance Disclosure Rules

On April 29, 2015, the United States Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe new mandatory Pay versus Performance disclosure. The new disclosure would include...more

5/1/2015 - Comment Period Disclosure Requirements Emerging Growth Companies Executive Compensation Foreign Corporations Proposed Regulation Publicly-Traded Companies SEC

Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation

Section 162(m) generally limits to $1 million the amount that a public company can annually deduct with respect to remuneration paid to certain covered employees. This deduction limitation, however, does not apply to...more

4/6/2015 - Corporate Taxes Executive Compensation Final Rules IPO IRS Publicly-Traded Companies Stock Appreciation Rights Tax Deductions

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

2/25/2015 - Board of Directors Corporate Governance Corporate Officers Directors Disclosure Requirements Dodd-Frank Equity Securities Hedging Proxy Statements SEC

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

11/14/2014 - Bylaws Employee Stock Purchase Plans Equity Compensation Executive Compensation Fee-Shifting Glass Lewis Independent Boards IPO ISS Political Contributions Proxy Season Proxy Voting Guidelines

IRS Ruling Allows Tax-Deferred Stock Rights for Fund Managers

Section 457A of the Internal Revenue Code (the Code) generally restricts the ability of offshore funds and other entities domiciled in tax-indifferent jurisdictions to offer tax-advantaged deferred compensation to U.S....more

6/24/2014 - Fund Managers Incentives IRS Stock Options Stocks

Non-U.S. Retirement Plans Must Comply with or Claim Exemption from FATCA by July 1

In January 2013, the Internal Revenue Service (IRS) published final regulations under the Foreign Account Tax Compliance Act (FATCA). FATCA is intended to make it more difficult for U.S. taxpayers to conceal assets held in...more

6/11/2014 - FATCA FFI Foreign Banks Income Taxes Retirement Retirement Plan Tax Evasion

Proposed Ban on Non-Competes in Massachusetts

Proposed legislation introduced by Governor Patrick to eliminate most forms of non-competition agreement in Massachusetts may be enacted before July 31, 2014. This legislation creates significant risks for employers with...more

6/2/2014 - Employment Contract Employment Policies Equity Compensation Hiring & Firing Incentive Compensation Non-Compete Agreements Proposed Legislation

Camp Tax Reform Proposal Could Impact Executive Compensation

On February 26, 2014, U.S. House of Representatives Committee on Ways and Means Chairman Dave Camp (R-MI) released the proposed Tax Reform Act of 2014 (the Camp Proposal), which would simplify the Internal Revenue Code and...more

3/19/2014 - Corporate Taxes Deferred Compensation Executive Compensation IRS Tax Reform

IRS Issues Final Regulations Clarifying Substantial Risk of Forfeiture Under Section 83 of the Internal Revenue Code

The Internal Revenue Service (IRS) recently released new final regulations under Section 83 of the Internal Revenue Code (the Code) that confirm several positions that it has successfully taken in litigation about what is ...more

3/10/2014 - Forfeiture Internal Revenue Code (IRC) IRS

What You Need to Know About FATCA’s Impact on Non-U.S. Retirement Plans

The Internal Revenue Service recently published final regulations under the Foreign Account Tax Compliance Act (FATCA), which are effective immediately. FATCA imposes significant reporting obligations on both non-U.S....more

3/21/2013 - FATCA FFI Foreign Bank Accounts Intergovernmental Agreements IRS Reporting Requirements Retirement Plan Tax Penalties

Public Company Priorities for the New Year

Looking ahead to 2013, directors, executives and general counsel of public companies can take some solace from the fact that 2012 was not a year in which a large number of significant new disclosure rules or governance...more

12/19/2012 - Conflict Mineral Rules Cybersecurity Dodd-Frank FCPA Proxy Voting Guidelines SEC Social Media Swaps

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