This is a just a quick note that proposed Treasury regulations were issued under Section 162(m) that reverses a series of private letter rulings previously granted to UPREITs. Under the proposed Treasury regulations, the $1mm deduction limitation under Section 162(m) would apply with respect to compensation that a publicly-traded REIT’s covered employee receives from an
Tax
Considering an ESPP this Upcoming Proxy Season?
By Anthony J. Eppert on
Posted in Tax
If an issuer is looking for a primer or introductory course on Employee Stock Purchase Plans (“ESPPs“), then check out the detailed slide deck that our David Branham put together for our monthly webinar series. The slide deck is entitled Employee Stock Purchase Plans – The Introductory Course (November 2019 Webinar) and…
Tip of the Week: Design Certain Compensatory Loans to be at Least Partially Recourse
By Anthony J. Eppert on
Posted in Tax
It is common for a key employee to be offered an opportunity to purchase equity of the employer. Often the key employee can personally finance such purchase. And sometimes the employer will help the key employee finance the purchase by providing him or her with a loan equal to the purchase price. The purpose of…
ISOs: No Item of Adjustment for AMT Purposes if Exercise and Sell within Same Calendar Year
By Anthony J. Eppert on
Posted in Tax
Did you exercise (or are planning to exercise) an incentive stock option (“ISO”) during calendar year 2018? Do you intend to sell the underlying stock within the 12-month period from the date you exercised the ISO? If you answered yes to both of the foregoing questions, then as part of your tax planning, consider whether the underlying stock should be sold during calendar year 2018 in order to minimize your alternative minimum tax (“AMT”) exposure.
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Tip of the Week: Pros and Cons of Making an 83(b) Election
By Anthony J. Eppert on
Posted in Tax
If an employer grants one of its employees a restricted stock award, should that employee make an 83(b) election at the time the restricted stock award is granted? What is the upside to the employee if he or she makes an 83(b) election? What are the risks to the employee? The answers to those questions are this “Tip of the Week.”
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Different Grandfather Analysis Applies to PFOs under Section 162(m) and Notice 2018-68
By Anthony J. Eppert on
Posted in Tax
We previously posted on grandfather treatment under the Tax Cuts and Jobs Act (the “Act”), as clarified by Notice 2018-68. This post is an extension of our prior post and is intended to highlight that an issuer’s PFO is subject to a slightly different analysis with respect to Grandfather Treatment (defined below).
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Preserving the Deduction: Certain 162(m) Action Items Triggered by Notice 2018-68
By Anthony J. Eppert on
Posted in Tax
The purpose of this post is to highlight certain action items that a publicly-traded company should consider in order to help it preserve compensatory deductions. The timing of this post is triggered by Notice 2018-68 that was issued by the IRS on August 21, 2018.
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IRS Guidance under Section 162(m)
By Anthony J. Eppert on
Posted in Tax
Just a quick note. Today the IRS issued guidance on Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”), as curtailed by the Tax Cuts and Jobs Act of 2017 (i.e., the Act essentially eliminated the performance-based exception to the $1mm deduction limit under Section 162(m), except with respect to certain…