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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

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Conducted on Tuesday, November 13, 2018

Recorded event now available

or call 1-800-926-7926

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.


On Aug. 21, 2018, the IRS issued Notice 2018-68 providing guidance on the changes made to Section 162(m) under tax reform. Counsel must understand the restrictions on specific executive compensation structures, including the transition rule concerning grandfathered arrangements, compensation paid under written binding and other complex items impacting compensation planning.

Tax reform amended Section 162(m) significantly by removing the performance-based pay exception, broadening the definition of “covered employees,” and providing specific rules applicable to written binding contracts. Other restrictions provided in Notice 2018-68 limit the availability of grandfathering relief for existing arrangements and effect the deduction limitation in certain corporate transactions. Counsel must be knowledgeable of crucial planning issues stemming from amended Section 162(m) and IRS Notice 2018-68 and acquire planning techniques to avoid unattended pitfalls in structuring compensation arrangements.

Listen as our panel discusses the critical challenges of Section 162(m), covered employees, grandfathering rules for certain compensation arrangements, new written binding contract rules, and planning methods in structuring compensation packages in light of the new regulations.



  1. Provisions of amended Section 162(m) and impact on compensation planning and certain transactions
  2. Defining “covered employees” for compensation deduction limitations
  3. Grandfathering rule and key considerations
    1. Identifying arrangements subject to the grandfathering rule
    2. Preserving grandfathered status and key considerations
    3. Material modifications to existing arrangements
    4. The written binding contract rule
  4. Best practices and planning tips for compensation packages in light of new IRS guidance


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


Hart, Colleen
Colleen Hart

Proskauer Rose

Ms. Hart advises companies, executives and boards on complex executive compensation matters. She offers a...  |  Read More

Lampron, Shawn
Shawn E. Lampron

Fenwick & West

Ms. Lampron focuses her practice on executive compensation and employee benefits for emerging growth businesses, public...  |  Read More

Penko, Joseph
Joseph M. Penko

Skadden Arps Slate Meagher & Flom

Mr. Penko advises public and private companies, private equity firms, executives and boards on executive compensation...  |  Read More

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Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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