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The following is not meant to be legal advice.

On June 4, 2007, the Internal Revenue Service (IRS) issued Notice 2007-49.  IRS Notice 2007-49 changes the group of executive officers for Section 162(m) of the Internal Revenue Code (IRC).

Corporations will have four executives subject to the $1 million deduction limitation under Section 162(m).  This group of executives will no longer match the group of five named executive officers subject to the SEC disclosure rules. Under Section 162(m), a publicly-held corporation may not deduct more than $1 million of compensation for each covered employee per year.