Tomorrow I am speaking on “Trends in Designing Performance-Based Equity Awards” at the HC&B Total Rewards Summit in Houston, Texas.  Discussion points include: (i) applicable forms of equity incentives conducive to performance-based awards, (ii) the more common performance metrics used to drive behavior, (iii) typical payout levels and performance periods, (iv) total shareholder return formulas, (v) administrative issues associated with accelerated vesting provisions upon retirement, (vi) maximizing capital gains with 83(b) elections, and (vii) recent revisions to Section 162(m) and the likely impact upon performance-based designs.  Hope to see you there!    Continue Reading HC&B Total Rewards Summit

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). Continue Reading Different Grandfather Analysis Applies to PFOs under Section 162(m) and Notice 2018-68

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. Continue Reading Preserving the Deduction: Certain 162(m) Action Items Triggered by Notice 2018-68

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 grandfathered plans).  The IRS guidance comes in the form of Notice 2018-68.  Later this week we will provide our thoughts on design considerations that should be considered by publicly-traded corporations intent on maximizing the deductibility of their compensation.