Andrew C. Liazos

Andrew advises boards and senior executives on significant, multidisciplinary compensation and benefits matters, particularly plan design, regulatory practice, litigation, and governance.

Andrew has held several leadership roles within the American Bar Association, including serving as the chair of the Section of Taxation’s Employee Benefits Committee. Additionally, he is a frequent speaker and author on executive compensation and employee benefits issues.

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ERISA litigation

• Successfully defended a health system and plan fiduciaries against alleged breaches of Employee Retirement Income Security Act of 1974 (ERISA) fiduciary duties regarding investment options and plan expense in a class action complaint through a bench trial and an appeal to the US Court of Appeals for the Tenth Circuit
• Represented Schneider Electric in a class action 401(k) lawsuit alleging that investment options were improper and that plan fees were unreasonable. The US District Court for the District of Massachusetts dismissed with prejudice a duty of loyalty and prohibited transaction claims
• Represented Genentech, Inc. and other alleged fiduciaries in a class action 401(k) lawsuit alleging that investment options were improper and plan fees were unreasonable. The US District Court for the Northern District of California dismissed with prejudice all claims for breach of fiduciary duty because of the plan’s investment options
• Secured dismissal of breach of fiduciary duty claims in the US District Court, alleged by minority shareholders of Demoulas Super Markets, Inc. and related to losses associated with $50 million Fannie Mae and Freddie Mac investments
• Representing Liberty Mutual in a class action retiree medical benefits lawsuit alleging that the company reneged on its promise to count employees’ years of service with an acquired company in calculating retirement benefits
• Successfully represented State Street in dismissing a class action lawsuit filed by hundreds of former Chrysler executives asserting claims to tens of millions of supplemental retirement benefits lost during Chrysler’s bankruptcy
• Successfully represented a large group of executives in the Polaroid Corporation and LSC Communications, Inc. bankruptcies, allowing them to either retain or receive a large portion of their nonqualified deferred compensation benefits

ERISA preemption

• Successfully represented Liberty Mutual in its groundbreaking challenge to overturn Vermont’s All-Payor Claims Database reporting requirements in the Supreme Court of the United States and the Court of Appeals for the Second Circuit
• Successfully represented The ERISA Industry Committee (ERIC) in obtaining an exemption from reporting requirements in Oregon and Illinois after filing a preemption challenge to reporting requirements
• Retained by ERIC to file an en banc petition requesting rehearing of a Court of Appeals for the Ninth Circuit ruling that a Seattle ordinance requiring hotels to either amend their ERISA plans to provide mandated health benefits or pay cash to purchase their own insurance was not preempted by ERISA

Regulatory matters

• Successfully defended a Fortune 200 company against more than $50 million in proposed Internal Revenue Service (IRS) compensation deduction disallowances under golden parachute rules
• Obtained a private letter ruling from the IRS allowing a public company to retain deductibility of more than $45 million in compensation despite failure to timely secure shareholder reapproval
• Negotiated a favorable Pension Benefit Guaranty Corporation settlement that allowed a non-US entity to avoid more than $30 million of liability upon termination of a US subsidiary’s pension plan
• Secured a first-of-its-kind individual prohibited transaction class exemption from the DOL allowing an insurance company to serve as an in-house asset manager on terms similar to a registered investment advisor
• Successfully defended a large privately held business against an IRS assessment challenging more than $10 million in compensation paid annually as being non-deductible unreasonable compensation
• Represented a trade association in successfully creating the direct service payment exemption from the Affordable Care Act’s $500,000 per employee tax deduction requirements under Section 162(m) final regulations
• Retained by a Big 4 accounting firm to resolve a compensation-related tax position dispute in its acquisition of a professional services business

Compensation and benefits advisory matters

• Advised a Fortune 200 company in redesigning its executive compensation program and proxy disclosure practices to secure a favorable say-on-pay vote following less than 50% support in the prior year and obtain approval of a share reserve increase
• Advised a Fortune 100 company to structure and implement its equity-based long-term incentive programs in more than 30 countries and multinational European companies on implementing stock rights programs in the United States
• Structured global employment companies and advised on the tax treatment of cross-border transferring employees regarding outstanding equity rewards
• 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
• Structured various equity plans to avoid adverse accounting treatment, including allowing for the diversification of investment gains under restricted stock units and broader adjustment provisions for equity awards in light of COVID-19
• Successfully negotiated a settlement with an insurer that resulted in a multimillion-dollar return of insurance premiums upon an employer’s termination of a group long-term disability policy

Transactional matters

• Advised Liberty Mutual on employee benefits and executive compensation matters with respect to its $6.2 billion acquisition of Safeco Insurance and $2.7 billion acquisition of Ohio Casualty Insurance Company
• Advised CVS Health Corporation on compensation matters in connection with its approximately $70 billion cash and stock purchase of Aetna Inc.
• Advised Michelin SCA on benefits and compensation matters regarding the sale of a controlling interest in Solesis LLC to Altaris Capital Partners
• Retained as special counsel in structured executive compensation arrangements in an Up-C structure going public for entities structured as partnerships, including Premier, Inc. and ZAIS Group
• Retained as special counsel by Mercury Payment Systems in connection with its S-1 filing and its subsequent $1.65 billion acquisition by Vantiv
• Advised Neurovance, Inc. on its acquisition by Otsuka Pharmaceutical, a major Japanese pharmaceutical company

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• Super Lawyers, 2004-2021
• Acritas Stars, listed among independently rated lawyers, 2019-2021
• BTI Consulting Group, Law Firm Client Service All-Star

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