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Comp Talks – The Latest re: Section 162(m)


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Comp Talks is a monthly program designed to address hot topics in compensation for public companies. The goal of the Comp Talks series is to provide practical information to help you:

  • make compensation decisions that motivate your employees, consultants and directors to achieve your business goals,
  • confidently explain those decisions to employees, directors, stockholders and proxy advisory firms, and
  • administer your programs effectively.

Our programs, conducted by Cooley practitioners and industry experts, are designed to give you the information and tools you need to keep up with current compensation trends so you can balance the legal, tax and disclosure requirements and "best practices" with your practical business needs.

Our November 19 webcast will explore performance-based compensation and Section 162(m) of the Internal Revenue Code. Section 162(m) limits the amount of compensation paid to "covered employees" that publicly-traded corporations can deduct to $1 million per year, subject to certain exceptions, such as compensation that meets the requirements for "qualified performance-based compensation".

Specific Topics Include

  • Best practices, including plan structure, stockholder approval and compensation committee approval/certification
  • Tips and traps, including common compliance issues
  • The requirements to qualify for the qualified performance-based compensation exception to the deduction limitation and the exemption rules for newly public companies
  • Latest trends and updates in Section 162(m) litigation


David Eaton – Associate Partner, Aon Hewitt
Keith Ranta – Special Counsel, Cooley
Amy Wood – Partner, Cooley (moderator)

For additional information, please email Leah Lowery or call +1 858 550 6465.

Related Contacts
Amy M. Wood Partner, San Diego
Related Practices & Industries

Compensation & Benefits