News & Analysis as of

Tax Cuts and Jobs Act Publicly-Traded Companies Executive Compensation

Proskauer - Employee Benefits & Executive...

Executive Use of Corporate Aircraft: Navigating Tax, SEC Disclosure and Other Key Considerations

Companies are increasingly allowing their chief executive officers and, in certain circumstances, other executives to use corporate jets (which may be chartered flights or fractionally or fully owned aircraft) for personal...more

Morgan Lewis - ML Benefits

IRS Proposes Regulations on Expanded Definition of Covered Employee Under Code Section 162m

Section 162(m) of the Internal Revenue Code prohibits a publicly held corporation from taking compensation-related tax deductions with respect to the compensation of a “covered employee” to the extent the compensation exceeds...more

Vinson & Elkins LLP

Executive Compensation Under the New Administration

Vinson & Elkins LLP on

President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

Eversheds Sutherland (US) LLP

Executive decision: IRS finalizes section 162(m) regulations

On December 18, 2020, the Internal Revenue Service and Treasury Department issued final regulations under section 162(m) of the Internal Revenue Code, following proposed regulations issued in December 2019. The final...more

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

Levenfeld Pearlstein, LLC

Final Regulations Issued on Deductions for Executives’ Compensation

Executives of public companies looking to their personal and company compensation planning in the New Year face a host of challenges. They and their compensation committees do, however, have the benefit of long-awaited...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Public Company Nonqualified Plan Amendments May Be Required by December 31: The Law of Unintended Consequences Strikes Again

The Internal Revenue Code is famously complicated, and changes to discrete parts of the code - such as those adopted by the Tax Cuts and Jobs Act of 2017 (TCJA) - have a notorious history of leading to unpredictable and...more

Snell & Wilmer

2020 End of Year Plan Sponsor “To Do” List (Part 3) - Executive Compensation

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As 2020 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. We are publishing our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more

Proskauer - Tax Talks

COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards

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We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting...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

Troutman Pepper Locke

Proposed Section 162(m) Regulations Affect REIT Compensation Arrangements

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Recently proposed IRS regulations reverse the reasoning of several past IRS private letter rulings regarding the application of the $1 million compensation cap of Section 162(m) to UPREIT structures in publicly traded REITs...more

Womble Bond Dickinson

Proposed IRS 162(M) Regulations Effect Executive Compensation Arrangements

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The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal...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

White and Williams LLP

Proposed Regulations Broaden Limitation on Compensation Deductions for Public Companies

White and Williams LLP on

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 Locke

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

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

Foley & Lardner LLP

Ten Considerations for Performance-Based Compensation

Foley & Lardner LLP on

With the dawn of the new year, many companies are taking the initial steps that they hope will allow them to meet their financial and strategic goals in 2020 and beyond. Often, one core element of this process is designing a...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

WilmerHale

IRS Issues Proposed Regulations Under Code Section 162(m)

WilmerHale on

The 2017 Tax Cuts and Jobs Act (TCJA) significantly amended Internal Revenue Code Section 162(m), which generally disallows the deduction of compensation in excess of $1 million paid by a “publicly held corporation” to a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...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

Foley & Lardner LLP

IRS Provides Guidance on Application of Code Section 162(m) as Amended by the Tax Cuts and Jobs Act of 2017

Foley & Lardner LLP on

On August 21, 2018, the IRS issued initial guidance (Notice 2018-68) to assist companies in determining how the changes made to Internal Revenue Code Section 162(m) (“Section 162(m)”) by the Tax Cuts and Jobs Act of 2017 (the...more

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