The IRS Rewards Corporations For Not Being American

Abu Daoud challenged me on the whole business of people and businesses fleeing the UK on account of rising taxation.  I answered that, but now on this side of the pond we have this:

Code Section 162(m) limits the deduction for compensation paid to certain highly paid employees of publicly held corporations to $1 million per year. A recent Private Letter Ruling addressed the application of this limitation to a foreign corporation whose American Depository Shares are publicly traded.

The Code Section 162(m) limitations only apply to corporations issuing a class of common equity shares required to be registered under section 12 of the Securities Exchange Act of 1934. In the Private Letter Ruling, the corporation paying the excess compensation was a foreign corporation that was qualified as a “foreign private issuer” under 17 CFR Section 240.3b-4(c) and as such was not required to be registered under section 12 of the Exchange Act…

Therefore, foreign corporations with limited U.S. shareholders or that appropriately limit certain U.S. connections have some confirmation from the IRS that they are outside the $1 million compensation limits.

If you see a rash of one-way plane tickets to the Cayman Islands, don’t be surprised.

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