Andy Barton

Andy Barton

Andy Barton
New York
+1 212 813 8838

Andy Barton is a partner in Goodwin’s ERISA & Executive Compensation practice. He focuses on executive compensation and the related tax and securities law issues that arise in the private equity realm — in acquisitions as well as in the day-to-day operations of portfolio companies. Mr. Barton represents both private equity sponsors and portfolio company management in the negotiation, design and implementation of cash- and equity-based compensation arrangements for management teams. He also advises on general matters arising in diligence and transaction documents, including rollover arrangements and the Section 280G parachute vote process. In addition, Mr. Barton assists public companies with day-to-day executive compensation matters and annual and periodic filing obligations. He has also assisted clients with executive compensation matters arising in bankruptcy.

Prior to joining Goodwin in 2019, Mr. Barton was a partner at Kirkland & Ellis LLP.




University of Pennsylvania Law School

BAPolitical Science & Religion2003

Syracuse University

(summa cum laude, Newell Rossman Scholar)


U.S. District Court for the Southern District of New York, Honorable Theodore H. Katz



  • New York


  • U.S. District Court for the Northern District of New York

Recognition & Awards

Mr. Barton is recommended for Employee Benefits, Executive Compensation and Retirement Plans: Transactional by The Legal 500 United States.


  • “Section 280G Parachute Payment Determinations and Calculations,” February 2020, Lexis Practice Advisor.  
  • “Section 280G for Private Companies,” August 2019, Lexis Practice Advisor.
  • “2017 Tax Cuts and Jobs Act Eliminates Section 162(m) Performance-Based Pay Exemption and Expands Section 162(m) Coverage Generally,” February 1, 2018.
  • “Final Regulations Clarify and Streamline Section 162(m) Exemptions,” April 10, 2015.