News & Analysis as of

Executive Compensation Securities Exchange Act Proposed Regulation

Nutter McClennen & Fish LLP

IRS Issues New Proposed Regulations Under 162(m)

On January 14, 2025, the Internal Revenue Service (the “IRS”) issued new proposed regulations under section 162(m) of the Internal Revenue Code (the “Code”), supplementing regulations already in effect. Under section 162(m),...more

Sullivan & Worcester

SEC Adopts Rules Requiring Compensation Clawback Policies

Sullivan & Worcester on

The SEC adopted long-pending rules requiring the recovery of erroneously awarded compensation as required by Congress in the Dodd-Frank Act. The rules will, among other things, require securities exchanges to adopt listing...more

Latham & Watkins LLP

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

Latham & Watkins LLP on

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

Troutman Pepper Locke

Overview of Proposed Regulations Under Code Section 162(M) — Who is a Covered Employee

Troutman Pepper Locke on

Today’s installment of our overview of the Proposed Regulations under Code Section 162(m) highlights the expansion of who is a “covered employee.” As a reminder, Code Section 162(m) generally limits the compensatory...more

BCLP

Highlights from Proposed Section 162(m) Regulations

BCLP on

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

Herbert Smith Freehills Kramer

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

Eversheds Sutherland (US) LLP

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

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

Allen Matkins

Implementation Issues Abound For The SEC’s Proposed Clawback Rules

Allen Matkins on

When adopted, the incentive compensation clawback rules recently proposed by the Securities and Exchange Commission are likely to present issuers with a number of implementation challenges. Some of these challenges have been...more

Goodwin

SEC Proposes Mandatory Incentive Compensation Clawback Rules

Goodwin on

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

Katten Muchin Rosenman LLP

SEC Proposes Rule Requiring Executive Compensation Clawbacks

On July 1, the Securities and Exchange Commission proposed for public comment a new rule and rule amendments to implement provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In...more

Morgan Lewis

SEC Proposes Rules Requiring Companies to Adopt, Disclose, and Comply With Clawback Policies on Erroneously Awarded Executive...

Morgan Lewis on

On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a long-awaited release (Proposing Release) proposing rules that would direct the national securities exchanges to establish listing standards requiring...more

Eversheds Sutherland (US) LLP

Performance Anxiety: SEC Proposes Pay Versus Performance Rule

On April 29, 2015, by a 3-2 vote, the Securities and Exchange Commission (the SEC) voted to propose a rule to implement Section 14(i) of the Securities Exchange Act of 1934 (the Exchange Act), as added by Section 953(a) of...more

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