Andrew has held several leadership positions within the American Bar Association for over two decades, including serving as the chair of the Section of Taxation’s Employee Benefits Committee. He is the current co-chair for the American Law Institute’s Annual Symposium on Executive Compensation and a fellow of the American College of Employee Benefits Counsel, which recognizes lawyers who have made significant contributions to advance the employee benefits field for at least twenty years.

Andrew is a frequent speaker and the author of numerous articles on executive compensation and employee benefit issues for publications as Bloomberg Tax, Tax Notes, the Benefits Law Journal, CFO Magazine and Fortune. Andrew has also frequently submitted comments on behalf of trade associations and clients, including proposed tax regulations and securities law rules.

Set forth below is a representative list of Andrew’s practice.

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• Secured dismissal of breach of fiduciary duties claims in U.S. District Court alleged by minority shareholders of Demoulas Supermarkets 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 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 and LSC Communications, Inc. bankruptcies, allowing them to either retain or receive a significant portion of their non-qualified 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 U.S. Supreme Court and 2nd 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 Ninth Circuit ruling finding 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 wasn’t preempted by ERISA

Regulatory Matters

• Represented a Fortune 200 company in successfully defending against over $50 million in proposed IRS compensation deduction disallowances under golden parachute rules
• 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
• Negotiated favorable PBGC settlement that allowed a non-US entity to avoid over $30 million of liability upon termination of US subsidiary’s pension plan
• Secured first of its kind individual prohibited transaction class exemption from the U.S. Department of Labor allowing an insurance company to serve as an in house asset manager on terms similar to a registered investment advisor
• 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 trade association in successfully creating the direct service payment exemption from ACA’s $500,000 per employee tax deduction requirements under Section 162(m) final regulations
• Retained by a Big 4 accounting firm to serve as tax expert to resolve compensation related tax position dispute in its acquisition of a professional services business

Compensation & Benefits Advisory Matters

• Advised Fortune 200 company in redesigning its executive compensation program and proxy disclosure practices to secure favorable say-on-pay vote following less than 50% support in prior year and obtain approval of share reserve increase
• Advised a Fortune 100 company to structure and implement its equity based long-term incentive programs in over 30 countries and multinational European companies on implementing stock rights programs in the United States
• Structured global employment companies and advised on tax treatment of cross-border transferring employees with regard to 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 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 multi-million return of insurance premiums upon an employer’s termination of a group long term disability policy

Governance

• Retained as counsel to Audit Committee of Fortune 500 company to evaluate and advise on rights to recover compensation under its clawback policy, including statute of limitation, estoppel and indemnification considerations
• Retained as counsel by Compensation Committee of several public companies in connection with sensitive executive compensation matters, including hiring and employment terminations, setting director compensation, addressing change in control related disputes and adopting clawback policies
• Retained by board to conduct compliance review of tax qualified plans after allegations of wrongdoing by plan participants and resolving related investigation by the U.S. Department of Labor

Selected Transactional Matters

• 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
• Advised CVS Health Corp. on compensation matters in connection with its approximately $70 billion cash and stock purchase of health insurer Aetna Inc.
• Advised Michelin on benefits and compensation matters regarding the sale of a controlling interest in Solesis to Altaris Capital Partners
• 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
• Retained as special counsel to 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 major Japanese pharmaceutical company Otsuka Pharmaceutical

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• Super Lawyers, 2004 to 2021
• Acritas Stars, listed among independently rated lawyers, 2019 to 2021
• American College of Employee Benefits Counsel, fellow, 2007
• American Bar Foundation, fellow
• BTI Consulting Group, Law Firm Client Service All-Star

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