October 5, 2022

Volume XII, Number 278

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IRS Releases Proposed Regulations To Clarify Section 409A Provisions

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 inclusion under Code Section 409A (available here). The IRS simultaneously released new proposed Treasury Regulations under Code Section 457, which you can read about in our Client Alert available here.

The proposed regulations under Section 409A are subject to a 90-day comment period ending September 20, 2016, and would become applicable on or after the date of publication in the Federal Register as final rules. While not effective until adopted in final form, proposed regulations may be relied on immediately.

The proposed regulations touch upon a variety of distinct issues under Section 409A. In general, the guidance from the proposed regulations is consistent with how we have interpreted and analyzed the underlying Section 409A requirements. We will be posting a series of articles on the proposed rules over the upcoming weeks, with specific analysis and explanations of their individual components.

© 2022 Proskauer Rose LLP. National Law Review, Volume VI, Number 196
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About this Author

Joshua Miller, Employment Attorney, Proskauer Rose Law FIrm
Partner

Joshua M. Miller advises senior management teams and individual officers in designing, negotiating and implementing executive compensation arrangements.

Whether in the context of a merger or acquisition, an acceptance, transition or termination of employment, or the ordinary course of employee pay matters, Josh provides legal counsel on a broad variety of securities, tax and employment matters critical to both companies and individuals. He focuses on employment and separation agreements, equity and cash incentive programs, and employee benefit matters in corporate transactions. Josh...

202-416-5828
Associate

Daniel Rothberg is an associate in the Tax Department focusing on executive compensation and employee benefits law.

Daniel advises clients on a broad range of executive compensation and employee benefits matters relating to corporate transactions, including strategic mergers and acquisitions and private equity buyouts.  He has experience with the design and implementation of employment and separation agreements and cash and equity-based compensation arrangements. He also advises companies and officers in connection with SEC reporting obligations...

212.969.3536
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