Andrew M. Kramer, innovative labor lawyer, dies at 67

November 22, 2011

Andrew M. Kramer, an innovative labor lawyer who helped ailing clients such as General Motors shift the burden of their retiree health-care costs away from their balance sheets and into trusts that would help ensure payouts, died Nov. 21 at his home in Potomac. He was 67.

His death was confirmed by the Washington office of Jones Day, the law firm where he had been a partner and past chairman of its labor and employment practice. He had cancer, the firm said.

Mr. Kramer represented some of the biggest manufacturing companies in the automotive, steel, shipbuilding, aluminum and tire industries. He was best known for helping his most financially distressed clients reduce or eliminate “legacy costs,” the retiree health-care benefits that could mean billions of dollars of liability in perpetuity.

This became especially important over the past 20 years, when new financial accounting rules forced companies to put retiree health costs on their balance sheets as something other than a footnote. The psychological effect was huge: Company executives and shareholders suddenly had to reckon with the immensity of their obligations.

While private companies could simply eliminate health-care benefits for retirees, unionized industries would never stand for it. Mr. Kramer was among the first to use the trust structure known as a Voluntary Employees’ Beneficiary Association to offload a company’s entire financial obligation to retiree health care.

John E. Murray, a professor of political economy at Rhodes College in Memphis and a historian of American health insurance, said VEBAs had historically been popular at small firms and never used to completely replace financial obligations.

Murray said Mr. Kramer “reoriented the trust structure toward very large companies” that claimed they could not stay afloat while also keeping health-care promises to retirees.

By 2007, American Lawyer magazine declared Mr. Kramer “the undisputed king of VEBA law.” It was a daunting task that required convincing the employer and the union that the VEBA was structurally feasible.

Then, at the micro level, Mr. Kramer had to work out the details of how the trust would be established and funded — through cash, stock or a combination — and settle on the right dollar figure that satisfied all parties based on the actual liabilities. Once that was decided, a group of independent financial trustees would manage the trust and pay out future benefits.

In recent years, Mr. Kramer was instrumental in crafting VEBAs for clients such as Goodyear Tire & Rubber, the auto-parts maker Dana Corp. and Crown Cork & Seal Co. In 2007, he helped orchestrate the agreement between GM, the country’s largest automaker, and the automotive workers union that resulted in a $35 billion payment by GM into the VEBA. In return, the VEBA would pay the retiree health-care bills.

Douglas L. Greenfield, an employee-benefits lawyer for the firm of Bredhoff & Kaiser in Washington who represented steelworkers in the Goodyear agreement, said Mr. Kramer “understood perhaps better than anyone I’ve known who works for management the importance of the industrial relationship and really respected all the players.”

He added that, as his legal adversary, “we saw him as somebody who was looking for a solution and wasn’t looking for a fight. He was able to help craft the solutions that allowed the industry to survive and the retirees to get some compensation for the promises that were made to them.”

Andrew Michael Kramer was born Nov. 2, 1944, in New York and raised in Detroit, where his father practiced law. He graduated in 1966 from Michigan State University and three years later from the law school at Northwestern University in Evanston, Ill.

He spent his early career in Chicago with the firm of Seyfarth Shaw. On leave from the firm, he was executive director of the Illinois Office of Collective Bargaining from 1973 to 1974.

He was partner-in-charge of Seyfarth Shaw’s Washington office before joining Jones Day in 1983. Over the years, his clients included Newport News Shipbuilding, the Boston Red Sox and Bridgestone-Firestone. Since 1991, he had been Jones Day’s “client affairs partner,” a job that often required anticipating a client’s legal needs.

His first marriage, to Cheryle Safran, ended in divorce.

In 1983, he married Nita “Bambi” Albert. Besides his wife, of Potomac, survivors include two children from his first marriage, Howard Kramer of Kildeer, Ill., and Jennifer Lukowski of Moon Township, Pa.; two daughters from his second marriage, Samantha Kramer and Stephanie Kramer, both of Potomac; and four grandchildren.