Joshua Miller
Partner
Subscribe to all posts by Joshua Miller
Over the past few months, the Securities and Exchange Commission (the “SEC”) has imposed civil penalties in the hundreds of thousands of dollars against multiple publicly traded corporations in connection with their failure to disclosure certain perquisites and personal benefits provided to senior executive officers, including travel, lodging and entertainment fringes and expenses.… Continue Reading
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting meaningful and effective performance goals often requires significant focus and analysis by compensation committees with the assistance of their advisors and management. In light of … Continue Reading
On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748). In this blog post we (1) lay out an initial action plan for employers considering obtaining relief under the CARES Act, (2) summarize the compensation-related provisions of the CARES Act, and (3) identify … Continue Reading
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses salary or wage reductions on a company-wide or targeted basis. Companies impacted by the COVID-19 pandemic, including the concomitant widespread shelter in place orders, may be considering pay cuts for some or all of their workforce, either in … Continue Reading
On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the proxy rules and Schedules 14A and 14C. The new C&DIs replace interpretations previously published in the Division’s Proxy Rules and Schedule 14A Manual of Publicly Available … Continue Reading
Under both the House and Senate versions of the Tax Cuts and Jobs Act, Internal Revenue Code Section 162(m) would be modified to expand the scope of companies and executive officers subject to the limitation on deductibility of compensation over $1 million, as well as to eliminate the exception to non-deductibility under Section 162(m) for … Continue Reading
On December 2, 2017, the Senate approved its version of the Tax Cuts and Jobs Act, which contains proposals modifying certain executive compensation provisions of the Internal Revenue Code. The Senate’s approval of the executive compensation provisions follows substantively the same provisions proposed by the Senate Finance Committee’s bill, and the House of Representatives’ version … Continue Reading
On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to provide assistance to companies choosing to use statistical sampling in determining their median employee. In the interpretive guidance, the SEC indicated that it would … Continue Reading
As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer (PEO), generally the company’s … Continue Reading
The IRS adopted final regulations that no longer require taxpayers who have made Internal Revenue Code §83(b) elections to attach a copy of the election to their annual federal income tax return. Under §83, restricted stock granted in connection with the performance of services generally becomes taxable as ordinary income compensation when it is no … Continue Reading
In general, proposed rulemaking issued in December 2008 with respect to income inclusion under Section 409A of the Internal Revenue Code of 1986, as amended (available here) provides that if there is a Section 409A violation in a taxable year, all compensation deferred under the applicable nonqualified deferred compensation arrangement for that taxable year and … Continue Reading
Pursuant to the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended, a termination of employment generally occurs at such time as the employer and employee reasonably anticipate that the level of services to be performed after such time, whether as an employee or an independent contractor, would permanently decrease … Continue Reading
The Internal Revenue Service (IRS) recently issued proposed Treasury Regulations (available here) that would clarify certain provisions of the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The proposed regulations also would expand the anti-abuse provisions of proposed rulemaking issued in December 2008 with respect to income … Continue Reading
Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid in excess of $1 million to the chief executive officer and the three other highest compensated officers (other than the chief financial officer) of a public corporation with securities registered under Section 12 of the Exchange Act. However, payments of certain … Continue Reading
Executives required to repay compensation as a result of a compensation clawback regulation, provision or policy should be mindful of certain tax consequences to the executive as a result of the repayment. As described below, the tax consequences will be different when repayment occurs in a year subsequent to the year of the original payment … Continue Reading
The SEC recently released proposed rules to adopt the incentive-based compensation clawback provisions under Section 954 of The Dodd-Frank Wall Street Reform and Consumer Protection Act, nearly five years after the Dodd-Frank Act became law.… Continue Reading
SEC Continues to Scrutinize Disclosure of Perks and Personal Benefits
By Joshua Miller and Kaitlin Hulbert on Posted in Executive Compensation, Tax Cuts and Jobs Act
COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards
By Andrea Rattner, Colleen Hart, Joshua Miller, Katrine Magas and Kate Napalkova on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news, SEC, Section 409A
The CARES Act and Compensation – What Employers Need to Know
By Andrea Rattner, Colleen Hart, Joshua Miller, Katrine Magas, Kate Napalkova and Seth Safra on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news
COVID-19 Impact on Executive Compensation – Salary/Wage Reductions
By Andrea Rattner, Colleen Hart, Joshua Miller, Katrine Magas, Kate Napalkova and Seth Safra on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news, SEC
Division of Corporate Finance Releases Updated C&DIs
By Frank Zarb, James Huffman, Joshua Miller and Louis Rambo on Posted in Compliance, Corporate tax, Proxy Disclosure, SEC
To Accelerate or Not? Potential Tax Planning in Light of Proposed Reforms to Code Section 162(m)
By Andrea Rattner and Joshua Miller on Posted in Corporate Taxation, Executive Compensation, Incentive Stock Options, Performance-Based Compensation, Section 162(m), Tax Cuts and Jobs Act, Tax Reform
Comparison of the Executive Compensation Provisions in the Tax Cuts and Jobs Act
By Ali Fawaz, Andrea Rattner, Joshua Miller and Katrine Magas on Posted in Employee Benefits, Executive Compensation, Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
SEC Adopts Additional Guidance on CEO Pay Ratio Rule
By Colleen Hart, Charles Lee, Joshua Miller and Katrine Magas on Posted in Executive Compensation, Pay Ratio Regulations, Proxy Disclosure, SEC
Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements
By Colleen Hart, Charles Lee, Joshua Miller and Katrine Magas on Posted in Executive Compensation, Pay Ratio Regulations, Proxy Disclosure, SEC
IRS Eliminates Requirement to Submit Copy of Section 83(b) Elections with Tax Return
By Gabriella Ahdoot and Joshua Miller on Posted in Executive Compensation, IRS, Notable Decisions
IRS Proposes Modifications to Proposed Income Inclusion Regulations under Section 409A
By Daniel Rothberg and Joshua Miller on Posted in Executive Compensation, IRS
Proposed Section 409A Regulations Would Clarify Separation from Service Analysis in Connection with Change in Status From Employee to Independent Contractor
By Daniel Rothberg and Joshua Miller on Posted in Executive Compensation, IRS
IRS Releases Proposed Regulations To Clarify Section 409A Provisions
By Daniel Rothberg and Joshua Miller on Posted in Executive Compensation, IRS
Senator Warren Leads Coalition to Expand Scope of Limitations on Executive Compensation Tax Deductions
By Justin Alex and Joshua Miller on Posted in Executive Compensation, Section 162(m)
Tax Consequences of Compensation Clawback
By Daniel Rothberg and Joshua Miller on Posted in Clawback Rules, Executive Compensation
Proposed Clawback Rules Released
By Colleen Hart and Joshua Miller on Posted in Clawback Rules, Dodd-Frank, Proxy Disclosure, SEC
