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Corporate Taxes Executive Compensation Publicly-Traded Companies

Akin Gump Strauss Hauer & Feld LLP

IRS Issues Final Regulations Regarding Certain Employee Remuneration in Excess of $1 Million Under Section 162(m) of the Code

Section 162(m) of the Internal Revenue Code of 1986 (as amended, the “Code”) imposes a $1 million deductibility limit on compensation paid by “publicly held corporations” to “covered employees.” As reported in our previous...more

Holland & Knight LLP

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

Holland & Knight LLP on

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

White and Williams LLP

Proposed Regulations Broaden Limitation on Compensation Deductions for Public Companies

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Internal Revenue Code Section 162(m) generally limits the amount of compensation to certain individuals (Covered Individuals) that a publicly traded company may deduct as a business expense. The Tax Cuts and Jobs Act (TCJA)...more

Troutman Pepper

IRS Issues Proposed Regulations On Section 162(M)'s Executive Compensation Deductibility Cap

Troutman Pepper on

On December 20, 2019, the IRS issued proposed regulations under Section 162(m) of the Internal Revenue Code....more

Kramer Levin Naftalis & Frankel LLP

New Section 162(m) Proposed Regulations

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

Stinson - Corporate & Securities Law Blog

Revising 162(m) Disclosures in Proxy Statements

The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. ...more

Katten Muchin Rosenman LLP

Considerations and Challenges Under New IRS Guidance on Section 162(m)

On August 21, the IRS issued Notice 2018-68, Guidance on the Application of Section 162(m) ("Notice"). Internal Revenue Code ("Code") Section 162(m) places a limitation on the amount publicly traded companies are permitted to...more

Snell & Wilmer

The IRS’ Initial 162(m) Transition Guidance is Finally Here

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On August 21, 2018, the IRS released Notice 2018-68 (“Notice”) providing its initial guidance on the Tax Cuts and Jobs Act (“Act”) transition rule for changes made to Section 162(m) of the Internal Revenue Code of 1986, as...more

Brownstein Hyatt Farber Schreck

IRS Guidance Clarifies Some TCJA Changes to the $1 Million Deduction Limit for Executive Compensation under Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits a publicly held corporation’s ability to take a corporate income tax deduction for compensation in excess of $1 million paid to “covered...more

Stinson - Benefits Notes Blog

IRS Guidance Provides Some Clarity, but Leaves Questions Unanswered under 162(m)

On August 21, 2018, the IRS issued its initial guidance on the amendments to Section 162(m) made by the Tax Cuts and Jobs Act, in the form of Notice 2018-68. The guidance is fairly limited and does not completely address...more

Burns & Levinson LLP

162(m) Deductions for Executive Compensation: Transition Rule

Burns & Levinson LLP on

Old Rule - Except for special rules that apply to public companies, the reasonable compensation of all employees is fully deductible as an ordinary and necessary business expense. Before this year the compensation...more

Allen Matkins

Pay Ratios And Sustainability

Allen Matkins on

California Senator Benjamin Allen would like to establish an Office of Sustainability within the Governor’s Office of Business and Economic Development, also known as GO-Biz. His bill, SB 950, would require the Office of...more

Snell & Wilmer

Tax Cuts and Jobs Act: Implications for Public Company Executive Compensation Programs

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The Tax Cuts and Jobs Act (the “Tax Act”) has significant implications for public company executive compensation plans for tax years beginning after December 31, 2017 and will likely have a considerable impact on the future...more

WilmerHale

Tax Act: Deductibility of Executive Compensation After Tax Reform

WilmerHale on

Section 162(m) of the Code generally disallows the deduction of compensation in excess of $1 million paid by a public company to a “covered employee” in any single taxable year. The Tax Act makes the following changes to...more

Foley & Lardner LLP

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

Foley & Lardner LLP on

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

Stinson - Corporate & Securities Law Blog

New Tax Act Disclosures, Explanations and Examples

Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more

Proskauer - Law and the Workplace

Portland, Oregon Adopts First-of-Its-Kind CEO Pay Ratio Tax on Employers

The Portland, Oregon City Council has passed an ordinance that will impose a tax surcharge on publicly traded companies whose chief executive officers are paid at least 100 times more than the median pay of other company...more

McGuireWoods LLP

IRS Provides Limited Section 162(m) Transition Relief for RSUs and Similar Equity-Based Awards

McGuireWoods LLP on

The Internal Revenue Service (IRS) recently issued final regulations under Section 162(m) of the Internal Revenue Code (Code). The final regulations are substantially similar to the proposed regulations issued by the IRS in...more

Locke Lord LLP

Locke Lord QuickStudy: IRS Clarifies Performance-Based Compensation Exception Under Code Section 162(m)

Locke Lord LLP on

On March 31, 2015, the Internal Revenue Service (IRS) published final regulations under Section 162(m) of the Internal Revenue Code (the Code). Code Section 162(m) disallows a deduction by any publicly-held corporation for...more

Bradley Arant Boult Cummings LLP

Ensure Compliance with Final Regulations on Equity Awards

The Department of the Treasury has issued final regulations setting forth changes to the current regulations under Internal Revenue Code (Code) Section 162(m). Code Section 162(m) precludes a deduction by a public corporation...more

Wilson Sonsini Goodrich & Rosati

IRS Releases Amended Section 162(m) Regulations Clarifying How to Preserve the Deductibility of Certain Compensation for Public...

The Internal Revenue Service recently amended the regulations under Internal Revenue Code Section 162(m). Section 162(m) applies to publicly held companies and generally limits the tax deduction that a public company is...more

McDermott Will & Emery

Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation

Section 162(m) generally limits to $1 million the amount that a public company can annually deduct with respect to remuneration paid to certain covered employees. This deduction limitation, however, does not apply to...more

Morrison & Foerster LLP

Final IRS Regulations Under Section 162(m) Will Impact Transition Rule Applicable to Newly Public Companies

On March 31, 2015, the IRS issued final regulations under Section 162(m), the tax code provision which limits the deduction for compensation paid to certain public company executive officers. As signaled by the proposed...more

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