Andrew C. Liazos

Andrew C. Liazos

McDermott Will & Emery

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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 Officers 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 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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