News & Analysis as of

Section 162(m)

Public Companies Should Consider Shareholder Reapproval of Section 162(m) Performance Compensation Plans Approved in 2012

by Snell & Wilmer on

As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Section 162(m) Compliance Reminder

Compensation paid by a publicly-traded corporation to its Chief Executive Officer and three other highest compensated officers (other than the Principal Financial Officer) is generally not tax deductible to the extent the...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

2016 End of Year Plan Sponsor “To Do” List (Part 1) Executive Compensation

by Snell & Wilmer on

As 2016 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. Like last year, we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part 1 of...more

ERISA Litigation Newsletter - July 2016

by Proskauer Rose LLP on

Editor's Overview - This month we take a look at the plaintiffs' past successes in fee litigations, and the influx of such lawsuits seeking to impose heightened fiduciary standards for 401(k) plans. Regardless of the...more

Senator Warren Leads Coalition to Expand Scope of Limitations on Executive Compensation Tax Deductions

by Proskauer - Tax Talks on

Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid in excess of $1 million to the chief executive officer and the three other highest compensated officers (other than the chief...more

Don’t Get Tripped Up By Hobby Loss Rules

by McNair Law Firm, P.A. on

The “hobby loss” rules of Internal Revenue Code Section 183 are commonly overlooked limitations that restrict the amount of loss a taxpayer may claim from an “activity not engaged in for profit” – i.e., a hobby. The...more

Blog: Is Section 162(M) Just “A Gnat On An Elephant”?

by Cooley LLP on

According to an interesting article, “The Executive Pay Cap That Backfired,” by Allen Sloan, published in ProPublica on February 12, not only did tax code Section 162(m) not achieve its intended goal, it actually backfired –...more

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

by Proskauer - Tax Talks on

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these...more

Section 162(m) Compliance Reminder

2016 Shareholder Approval Reminder - If a publicly-traded corporation’s equity incentive plan or annual bonus plan was last approved by shareholders in 2011, the plan must be submitted to shareholders for re-approval in 2016...more

IRS Releases Advice Addressing Section 162(m) and CFO Compensation of Smaller Reporting Companies

Section 162(m) of the Internal Revenue Code (Code) limits, subject to certain exceptions, a public company’s federal income tax deduction for compensation paid to any “covered employee” to $1 million in any taxable year. A...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Recent CCM Provides that CFO of Small Reporting Companies May Be Subject to Code Section 162(m), Raises Questions for All Public...

by Locke Lord LLP on

Since 2007, public companies have generally relied on a position taken by the IRS in Notice 2007-49 that a “covered employee” for determining who is subject to the $1 million deductibility limitations of Code Section 162(m)...more

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

by WilmerHale on

Summary: The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code...more

Final Section 162(m) Regulations Clarify Exceptions to $1 Million Deduction Limit

by King & Spalding on

Section 162(m) of the Internal Revenue Code ("Section 162(m)") limits the tax deduction that a publicly held corporation may take with respect to compensation paid to each of the corporation's chief executive officer and its...more

White & Case ECB News – Issue 1, 2015

by White & Case LLP on

How global events shape local labour laws - Giving employers the better deal? The global economic crisis squeezed corporate profits, reduced demand for goods and services and shrank workforces. Now, new labour laws...more

Know Your Limits! Section 162(m) and Excess Equity Grants

by King & Spalding on

In the past few years there has been an uptick in stockholder derivative litigation related to equity compensation granted to named executive officers that exceed the plan share limits. The claims against the companies...more

IRS Updates Guide to Auditing Nonqualified Deferred Compensation Plans

The Internal Revenue Service (IRS) recently updated its “Nonqualified Deferred Compensation Audit Techniques Guide.” The Guide provides a framework for the IRS to audit nonqualified deferred compensation (NQDC) plans. Since...more

Final Regulations on Section 162(m) Deduction Limit Exceptions

New final regulations(the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to...more

Practical Advice for Compliance with Recent Amendments to the Internal Revenue Code Section 162(m) Regulations

The recent amendments to the Section 162(m) regulations largely follow the changes set forth in the proposed regulations issued in 2011, clarifying two exceptions from the Section 162(m) tax deductibility limit...more

IRS Publishes Final Regulations Under Section 162(m)

by White & Case LLP on

On March 31, 2015, final regulations of Internal Revenue Code Section 162(m) were published. The final regulations clarify exceptions to the US$1 million annual limit on deductions allowable to publicly held corporations for...more

IRS Addresses Interaction of Performance Compensation and $1M Compensation Deduction Cap

by Goulston & Storrs PC on

The IRS recently issued final regulations under Section 162(m), which limits a public company’s deduction of executive compensation in excess of $1M.  The Section 162(m) limits do not apply to performance-based compensation...more

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