News & Analysis as of September 19, 2024

Securities Exchange Act › Tax Deductions

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Proposed 162(m) Regulations Add Another Layer of Executive Compensation Issues in M&A

Holland & Knight LLP on 3/2/2020

The Tax Cuts and Jobs Act of 2017 (TCJA) upended public company compensation structures nationwide. Prior to the TCJA, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provided for a $1 million...more

10 Key Takeaways From the Section 162(m) Proposed Regulations

Latham & Watkins LLP on 1/24/2020

Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation. Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more

Highlights from Proposed Section 162(m) Regulations

BCLP on 1/14/2020

Section 162(m) of the Internal Revenue Code disallows a deduction by any publicly held corporation for applicable employee remuneration paid with respect to any covered employee to the extent that remuneration for the taxable...more

And We Mean It - Proposed Regulation Doubles Down on the Elimination of the Performance-Based Exception Under Section 162(m) of...

Dechert LLP on 12/30/2019

Last week, on December 20, 2019, the U.S. Department of the Treasury and Internal Revenue Service (the “IRS”) published a proposed regulation (the “Proposed Regulation”) under Section 162(m) of the Internal Revenue Code of...more

New Section 162(m) Proposed Regulations

Kramer Levin Naftalis & Frankel LLP on 12/24/2019

The Tax Cuts and Jobs Act of 2017 (TCJA) made significant changes to Section 162(m) of the Internal Revenue Code (Section 162(m)), expanding the scope of individuals and entities subject to Section 162(m), in addition to...more

IRS offers a 162(m) - brace for the holidays

Eversheds Sutherland (US) LLP on 12/23/2019

On December 16, 2019, the Department of the Treasury (Treasury Department) and Internal Revenue Service (IRS) released long-awaited proposed regulations under Section 162(m) of the Internal Revenue Code implementing changes...more

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

Mintz on 2/1/2018

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Tax Reform and Employee Benefits – What You Need to Know Now

Foley & Lardner LLP on 1/9/2018

As you have probably heard by now, the recently enacted Tax Cuts and Jobs Act (the Tax Reform Act) made significant changes to the Internal Revenue Code. With regard to executive compensation, the Tax Reform Act made widely...more

Time to Revisit Executive Compensation Arrangements in Light of Recent Tax Reform

Womble Bond Dickinson on 1/8/2018

The Tax Cuts and Jobs Act of 2017 (the “Act”) signed into law on December 22, 2017, will significantly impact many public company executive compensation plans and arrangements. Companies should take this opportunity to...more

Code Section 162(m) Changes – What You Should be Thinking About Now

Foley & Lardner LLP on 1/8/2018

The “Bottom Line” - Learn the new rules for who is a “covered employee” and keep track of these individuals because “once a covered employee, always a covered employee” Evaluate compensation arrangements and contracts...more

Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now

Skadden, Arps, Slate, Meagher & Flom LLP on 1/5/2018

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more

To Accelerate or Not? Potential Tax Planning in Light of Proposed Reforms to Code Section 162(m)

Proskauer - Tax Talks on 12/13/2017

Under both the House and Senate versions of the Tax Cuts and Jobs Act, Internal Revenue Code Section 162(m) would be modified to expand the scope of companies and executive officers subject to the limitation on deductibility...more

Tax Cuts and Jobs Act

Akin Gump Strauss Hauer & Feld LLP on 11/10/2017

On November 2, 2017, the Committee on Ways and Means of the U.S. House of Representatives released its tax reform bill titled the Tax Cuts and Jobs Act (the “House Bill”). On November 6, 2017, Kevin Brady, Chairman of the...more

The IRS and Courts Weigh in on the Deductibility of Fines and Penalties - Tax Update, Volume 2016, Issue 3

Troutman Pepper on 11/22/2016

Taxpayers who make payments in conjunction with a forfeiture action should attempt to understand the characterization of a payment to see if the specific payment can avoid being treated as a fine or penalty. Originally...more

Chameleon SROs: The Gov’t, But Not Really

Burr & Forman on 6/9/2016

For years, self-regulatory agencies (like FINRA or the Exchanges) have wielded the statutory authority granted them by Congress – and backed by the SEC – exercising governmental power to compel testimony, impose fines and...more

Checkpoints: The Consequences Of crossing Various Ownership Thresholds When Investing

Morrison & Foerster LLP on 10/3/2013

This memorandum outlines certain considerations associated with the acquisition of different levels of ownership of a U.S. company, including some of the approaches used in determining such “ownership”: - Sections 13...more

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Securities Exchange Act › Tax Deductions

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