Overview

Andy has nearly 30 years of experience counseling and advising companies, both public and private, boards of directors, and executives and management, on the many and varied tax, ERISA, securities law, and corporate governance aspects of executive compensation and employee benefits. Andy has the ability to make highly technical and complex topics and issues more understandable and workable for clients dealing with executive compensation and employee benefits matters.

As Chair of the Compensation & Employment Group, Andy leads the firm’s executive compensation and employee benefits practice with skill and insight developed from years of counseling boards of directors, compensation committees, and senior management of both public and private companies. Whether relating to the design and implementation of equity and cash incentive programs, nonqualified deferred compensation plans, and tax-qualified retirement plans, or advising clients during their mergers, acquisitions, initial public offerings, and other business transactions, Andy is always at the ready to hone in on a wide range of issues with laser-like focus.

This broad experience includes the administration and compliance side of executive compensation and employee benefits matters. Andy regularly works with the legal, human resources, and finance functions of public and private companies to assist them with the various concerns commonly encountered in the day-to-day administration of compensation and benefits plans and arrangements, the correction of plan errors, ERISA’s fiduciary duty and prohibited transaction rules, and reviews by regulatory agencies, including DOL and IRS audits.

A frequent speaker at seminars on executive compensation and employee benefits, Andy is an adjunct professor in the Master of Science in Taxation Program at DePaul University’s Kellstadt Graduate School of Business. He is a former Vice Chair of the Board of Trustees at, and continues to be regularly involved with, Merit School of Music, which is a nationally accredited music school located in Chicago’s West Loop with the primary goal of helping young people transform their lives and experience personal growth through high-quality music education.

Credentials

Admissions

  • State of Illinois

Education

  • Loyola University Chicago, J.D., cum laude, 1996
  • University of Florida, Levin College of Law, Master of Laws (LL.M.) in Taxation, 1998
  • Loyola University Chicago, School of Business Administration, B.B.A., 1994

Experience

Mergers & Acquisitions

  • Represented Moët Hennessy, a division of LVMH Moët Hennessy Louis Vuitton SE, in its partnership with Shawn Jay-Z Carter, pursuant to which Moët Hennessy acquired a 50% stake in the Champagne brand, Armand de Brignac, previously wholly-owned by Jay-Z.
  • Represented Invesque Inc. (TSX: IVQ.U), a healthcare real estate company serving the U.S. and Canada, in its acquisition of a number of senior living properties and Commonwealth Senior Living, LLC. 
  • Issuer’s counsel for the $69.1 million initial public offering of Alerus Financial Corporation (ALRS/Nasdaq), a financial holding company headquartered in Grand Forks, North Dakota.
  • Represented Bridgewater Bancshares, Inc. (Nasdaq: BWB) and its subsidiary Bridgewater Bank (HQ: Minnesota) in M&A, IPO, subordinated debt, and other transactions.

Executive Compensation

  • Represented national health care real estate company with respect to the development and implementation of an equity incentive program designed to reward and retain key stakeholders including issues arising under Internal Revenue Code sections 83 and 409A.
  • Represented the senior executive team of a leading North American apparel distributor in a private equity-led transaction where existing owners and senior executives, along with the private equity firm, acquired the company including issues arising under Internal Revenue Code sections 280G and 409A.
  • Represented the board of directors of a leading community banking organization with respect to the succession planning process following indication by its existing chief executive officer of the officer’s intention to retire, including SEC disclosure obligations.
  • Represented the incoming chief executive officer of a publicly traded energy company in the negotiation of the officer’s terms and conditions of employment.
  • Represented the senior executive team of a newly formed, private equity financed, joint venture operating in the vehicle electrification industry with respect to terms and conditions of the team’s employment.

Employee Benefits

  • Represented a leading community banking organization with respect to the design and implementation of, including associated tax and securities issues, an equity incentive plan for the benefit of employees, directors, and other service providers.
  • Represented an international wind-energy company with respect to administration and operation of a tax-qualified retirement plan.
  • Represented employer with respect to issues associated with offering employer stock as an investment alternative under an employer sponsored 401(k) plan, including the issues that may arise in separating such plan into a 401(k) and ESOP.
  • Represented an employer-sponsor of an employee stock ownership plan (ESOP) with respect to ESOP matters arising in connection with a corporate transaction.
  • Represented an employer with respect to its withdrawal from a multiple employer defined benefit pension plan and subsequent establishment of a stand-alone pension plan.

Financial Institutions

  • Represented de novo financial institution with respect to executive compensation and equity compensation matters.
  • Represented financial institutions with respect to “golden parachute” restrictions resulting from “troubled condition” designation under 12 CFR part 359.
  • Represented financial institution with respect to “white knight” (and other) applications necessary to attract and retain qualified executives while subject to “troubled condition” designation under 12 CFR part 359.

Newsroom

News

Publications

Recognitions

  • Leading Lawyers Network (2021-2023)

Organizations

  • Adjunct Faculty, Master of Science in Taxation Program, Kellstadt Graduate School of Business, DePaul University
  • Former Vice Chair, Board of Trustees, Merit School of Music
  • Former Volunteer, Project SALUTE (A pro bono legal project that provides assistance exclusively on federal benefits issues to U.S. military veterans)
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