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On December 20, 2019, the IRS issued proposed regulations under Section 162(m). This article from McGuireWoods summarizes the primary matters addressed under the proposed regs, including a helpful table of key areas.

This article by Morrison & Foerster summarizes the proposed Section 162(m) regs issued by the IRS in December 2019.

This article by PwC summarizes key issues in the IRS's proposed regs under Section 162(m).

Korn Ferry’s memo on IRS Notice 2018-68, which provides guidance on Section 162(m) as amended by the Tax Cuts and Jobs Act. The memo reviews the guidance on covered employees, written binding contracts, material modifications, and negative discretion and notes that a legal opinion may be necessary to show that awards with negative discretion constitute a written binding contract.

This client alert by DLA Piper summarizes IRS Notice 2018-68, which provides guidance on Section 162(m) as amended by the Tax Cuts and Jobs Act. The alert focuses on how the use of negative discretion impacts eligibility for grandfather protection, renewed or extended contracts, material modifications, and who is covered employee. The alert also includes a list of action items for employers.

This client alert by Baker McKenzie summarizes IRS Notice 2018-68, which clarifies certain aspects of the expansion of Section 162(m) under the Tax Cuts and Jobs Act. This alert summarizes the IRS’s guidance on who is a covered employee and the types of arrangements that are eligible for the grandfather provision.

This article by McDermott Will & Emery summarizes the guidance provided by the IRS and Treasury in Notice 2018-68, which relates to amendments of Section 162(m) of the Tax Cuts and Jobs Act. Notice 2018-68 provides guidance on who is a covered employee and what types of compensatory arrangements qualify for the grandfather provision. This article focuses primarily on the guidance as to what constitutes a written binding contract for purposes of the grandfather provision.

The IRS and Treasury have issued guidance on who is a covered employee for purposes of Section 162(m) and which forms of compensation are exempt from Section 162(m) pursuant to the grandfather provision included in the Tax Cuts and Jobs Act.

Among the many questions companies face following the changes to section 162(m) is whether to continue seeking periodic shareholder approval for the performance criteria under their incentive plans. Covington & Burling researched what large public companies decided to do this year by reviewing the most recent proxy statements filed by S&P 100 companies.

This article explains how companies can elect to account for compensation that is not deductible under Section 162(m) and covers the processes needed to properly recognize DTAs for nondeductible stock awards.

After a flurry of activity in the House and the Senate over the past few weeks, H.R.1, colloquially known as the Tax Cuts and Jobs Act, which represents the first major overhaul of the U.S. tax system in several decades, passed both houses on December 20, 2017. The Act makes certain significant changes in the area of executive compensation, which companies and their advisors should be aware of and evaluate carefully.

A summary of the provisions of the Tax Cuts & Jobs Act of 2017 that impact stock compensation.

This alert summarizes the major sections of the Tax Cuts & Jobs Act that affect stock compensation plans, including changes to Section 162(m) and new Section 83(i).

Chief Counsel Memorandum 201543003 adds yet another twist to the rules governing who is considered a covered employee for purposes of Section 162(m).

In a Chief Counsel Advice legal memorandum issued on August 24, 2015, the IRS concluded that the compensation paid to the principal financial officer of a “smaller reporting company” can, in certain circumstances, be subject to the deduction limitation of Section 162(m).