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Sinead Kelly

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As of December 20, 2017, both the House of Representatives and the Senate have voted to approve the final version of the Tax Cuts and Jobs Act, in substantially the form released by the Conference Committee on December 15th. The bill is expected to be presented to the President for signature before Christmas, making US tax reform a reality for 2018.

U.S. tax reform continues to move through the Halls of Congress at a brisk pace. Yesterday the House approved the bill proposed by the House Ways and Means Committee. For a discussion of the compensation-related provisions of the House bill, please refer to our alert dated November 13, 2017. The current draft of the conceptual mark-up under review by the Senate Finance Committee (the “Senate Mark”) has been amended in a way that generally aligns…

If you have been following the progress of U.S. tax reform, you will know that one of the most significant proposed changes in the compensation arena is currently up in the air, with a conflict between the final bill approved last week by the House Ways and Means Committee and the conceptual mark-up now under review by the Senate Finance Committee (the “Senate Mark”). Specifically, the final House bill eliminated proposed changes that would have…

We know we are not supposed to get too excited about a proposed tax bill, but The Tax Cuts and Jobs Act, the amended version of which was released by the House on November 3, 2017, is no ordinary tax bill. Not only does it propose sweeping changes to the taxation of executive compensation and employee benefits, it aims to be effective as of January 1, 2018 – which means limited time to mobilize against…

Just last week we were presenting at the annual NASPP conference on the increasing scrutiny of director compensation from shareholders, investors, plaintiffs, the SEC, and proxy advisors. This week it seems that the trend is set to continue, as Institutional Shareholder Services (“ISS”) launches its 2018 Benchmark Policy Consultation, seeking public comment on proposed new voting policies for 2018, including a new draft U.S. voting policy on director elections and non-employee director pay. The proposed new…

They say every cloud has a silver lining and so it seems with recent developments related to the CEO pay ratio rule. By releasing new guidance on the rule last week, the SEC has dashed hopes that it would delay the effectiveness of the rule. However, at the same time, it has taken important steps to reduce the compliance burden. The guidance, which consists of an Interpretive Release, revised pay ratio Compliance and Disclosure Interpretations,…

At the ABA Annual Meeting on Friday, September 15th, the Securities and Exchange Commission (SEC) Division of Corporation Finance Director Bill Hinman (speaking for himself and not the SEC) said that the SEC did not plan to delay the implementation of the CEO pay ratio disclosure rules. Mr. Hinman also mentioned that the SEC anticipates issuing guidance on the pay ratio rule in the near future.  We note that although the Financial Choice Act that…

On April 21, 2017, the Trump Administration issued Executive Order 13789, which instructed the IRS to review all “significant tax regulations” issued on or after January 1, 2016 to identify as targets for modification, rescission or delayed effectiveness any regulations that (i) impose an undue financial burden on U.S. taxpayers; (ii) add undue complexity to the Federal tax laws; or (iii) exceed the statutory authority of the IRS. Having completed this review, earlier this month,…

In a recent blog post, we discussed the tax withholding and reporting complexities that can arise when employees earn equity or deferred compensation while working in more than one state. Therefore, it is timely to report on an effort at the federal level to harmonize threshold tax requirements in multi-state employment scenarios. New 30-Day Rule On June 20, 2017, the “Mobile Workforce State Income Tax Simplification Act of 2017” (H.R. 1393) passed the House of…

Companies preparing CEO pay ratio disclosure for the 2018 proxy season should not assume they will be able to rely on the Privacy Exemption with regard to gathering information about non-US employees. For a summary of the key provisions of the SEC’s final CEO pay ratio disclosure rule and the limited exemptions provided for non-US employees, see Baker McKenzie’s recent client alert. Invoking these exceptions will likely be difficult in practice. Companies should, however, generally be…