Executive Compensation Limitations: New IRS Section 162(m) Guidance and Key Planning Tips
Covered Employees, Grandfathering Rules for Certain Arrangements, Written Binding Contract Rules and More
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE course will guide counsel on new limits on executive compensation stemming from recent IRS regulations expanding deduction limitations and related rules. The panel will discuss new IRS regulations on Section 162(m), the expanded definition of “covered employees,” grandfathering rules for specific compensation arrangements, new written binding contract rules, and critical planning methods in structuring compensation packages in light of the new regulations.
Outline
- Provisions of amended Section 162(m) and impact on compensation planning and certain transactions
- Defining “covered employees” for compensation deduction limitations
- Grandfathering rule and key considerations
- Identifying arrangements subject to the grandfathering rule
- Preserving grandfathered status and key considerations
- Material modifications to existing arrangements
- The written binding contract rule
- Best practices and planning tips for compensation packages in light of new IRS guidance
Benefits
The panel will discuss these and other compelling issues:
- The impact of amended Section 162(m) on compensation packages
- Determining “covered employees” and understanding compensation limitations
- Considerations for arrangements subject to grandfathering rule
- Preserving grandfathered status and implications of material modifications to existing arrangements
- Understating the written binding contract rule
- Best practices for counsel in developing compensation structures and planning considerations
Faculty
Colleen Hart
Partner
Proskauer Rose
Ms. Hart advises companies, executives and boards on complex executive compensation matters. She offers a... | Read More
Ms. Hart advises companies, executives and boards on complex executive compensation matters. She offers a multidisciplinary approach to compensation and benefits issues with a focus on tax planning, securities laws and corporate governance. Matters she handles include the negotiation, structuring and implementation of employment and change-in-control agreements and deferred compensation, equity and incentive compensation plans. Ms. Hart advises on golden parachute and deduction limitation rules, securities reporting, registration and disclosure requirements and California employment laws.
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Shawn E. Lampron
Partner
Fenwick & West
Ms. Lampron focuses her practice on executive compensation and employee benefits for emerging growth businesses, public... | Read More
Ms. Lampron focuses her practice on executive compensation and employee benefits for emerging growth businesses, public companies, and venture and institutional investors. She works with clients to structure compensation and benefit programs covering the full spectrum of equity and cash compensation arrangements, including all types of employee stock options, restricted stock, employee stock plans, employment agreements, deferred compensation, and other fringe benefit arrangements. Ms. Lampron was most recently part of the team that represented Fitbit in its $732 million IPO in June 2015.
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Joseph M. Penko
Partner
Skadden Arps Slate Meagher & Flom
Mr. Penko advises public and private companies, private equity firms, executives and boards on executive compensation... | Read More
Mr. Penko advises public and private companies, private equity firms, executives and boards on executive compensation and employee benefits issues, with a particular emphasis on issues arising in the context of mergers, acquisitions, initial public offerings and other corporate matters.
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