Alert | January 6, 2020
IRS Issues Complex Proposed Regulations with Respect to Section 162(m)
By David Gordon, Dina Bernstein, Samantha Nussbaum


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On December 16, 2019, the Internal Revenue Service (IRS) released proposed regulations on the changes to section 162(m) of the Internal Revenue Code (162(m)) enacted by the Tax Cuts and Jobs Act of 2017 (TCJA).  The proposed regulations provide extensive guidance on a number of critical issues under 162(m), including in particular:

  • What constitutes a publicly held corporation (public company) subject to 162(m).
  • How the “covered employees” of a public company are determined, including extensive rules with respect to what constitutes a “predecessor corporation” whose covered employees need to be considered.
  • Extensive guidance with respect to the exception from the new rules in the case of written binding contracts in effect on November 2, 2017.