16970 Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Rules and Regulations 

Examples of actions that would 

normally be considered sufficient to 

resolve the matter include, but are not 

limited to, current compliance with: 

a. A voluntary compliance agreement 

(VCA) signed by all the parties; 

b. A HUD-approved conciliation 

agreement signed by all the parties; 

c. A conciliation agreement signed by 

all the parties and approved by the state 

governmental or local administrative 

agency with jurisdiction over the matter; 

d. A consent order or consent decree; 

or 

e. A final judicial ruling or 

administrative ruling or decision. 

6. Documentation to assist HUD in an 

environmental review of the transfer 

request in accordance with 

environmental regulations and 

requirements at 24 CFR part 50. HUD 

will conduct the environmental review 

as required by part 50 prior to approving 

a transfer. HUD will document 

compliance on Form HUD–4128, 

‘‘Environmental Assessment and 

Compliance Findings for the Related 

Laws.’’ Applicants are responsible for 

submitting environmental information 

and reports, and should use Chapter 9 

of the MAP Guide and the HUD 

Environmental Review Web site 

(available at https://www.onecpd.info/

environmental-review/) for guidance on 

environmental review information 

requirements. If the transfer is to a site 

that is currently HUD-assisted, HUDinsured or HUD-held, a new Phase I 

Environmental Site Assessment (ESA) 

in accordance with ASTM E 1527–13 (or 

the most recent edition), including a 

Vapor Encroachment Screen in 

accordance with ASTM E 2600–10 (or 

the most recent edition), is not required, 

unless the transfer involves: 

a. Significant ground disturbance 

(digging) or construction not 

contemplated in the original application 

or incompatible with current 

engineering or institutional controls; 

b. Site expansion or addition; 

c. Transfer to a site for which a Phase 

I ESA in accordance with ASTM E 

1527–05 (or a more recent edition) has 

not been prepared previously; or 

d. Any other activities which may 

result in contaminant exposure 

pathways not contemplated in the 

original application or incompatible 

with current engineering or institutional 

controls. 

After a request has been submitted to 

HUD, the requestor and other 

participants in the proposed transfer, 

including owners and contractors on the 

receiving project, may not undertake or 

commit funds for acquisition, 

rehabilitation, conversion, or 

construction of the receiving property 

until HUD has completed the 

environmental review and notified the 

requestor that the transfer to the 

receiving property is acceptable. 

E. Post Approval Requirements 

Once HUD has received and reviewed 

the materials above and approved the 

transfer under Section 214, the owner of 

the receiving project must do the 

following as applicable: 

1. If there is a use restriction at the 

transferring property, sign a new or 

amended use restriction that includes 

all income and eligibility restrictions of 

the transferring use restriction and runs 

for the duration of the transferring 

project’s existing use restriction or the 

use restriction at the receiving project, 

whichever is longer. 

2. If the transfer involves project 

based section 8 assistance, renew the 

HAP contract for a 20-year term at the 

time of the transfer and attach the 

Preservation Exhibit agreeing to the 

automatic renewal of the Section 8 HAP 

contract at the end of the 20-year term, 

subject to annual appropriations, for a 

minimum of the time remaining on the 

HAP contract that was in effect prior to 

the transfer under Section 214. 

3. Receive approval through the 

Previous Participation Process including 

a 2530 review. The receiving owner 

must be in compliance with all business 

agreements for the receiving project and 

for any other HUD insured or assisted 

projects owned. 

4. Comply with all Departmental 

statutes, regulations, policies and 

procedures related to any assignment or 

amendment of a Section 8 HAP contract 

or other project-based rental assistance 

contract, required modification of loan 

documents and legal descriptions, or 

other necessary changes as a result of a 

Section 214 transfer. 

F. Environmental Review 

A Finding of No Significant Impact 

(FONSI) with respect to the 

environment has been made for this 

notice in accordance with HUD 

regulations at 24 CFR part 50, which 

implement section 102(2)(C) of the 

National Environmental Policy Act of 

1969 (42 U.S.C. 4332(2)(C)). The FONSI 

is available for public inspection 

between 8 a.m. and 5 p.m. weekdays in 

the Regulations Division, Office of 

General Counsel, Department of 

Housing and Urban Development, 451 

7th Street SW., Room 10276, 

Washington, DC 20410–0500. Due to 

security measures at this HUD 

Headquarters Building, an advance 

appointment to review the FONSI must 

be scheduled by calling the Regulations 

Division at 202–708–3055 (not a toll free 

number). 

G. Information Collection Requirements 

The information collection 

requirements contained in this 

document have been approved by the 

Office of Management and Budget 

(OMB) under the Paperwork Reduction 

Act of 1995 (44 U.S.C. 3501–3520) and 

assigned OMB Control Number 2502– 

0608. In accordance with the Paperwork 

Reduction Act, HUD may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless the collection displays a 

currently valid OMB control number. 

H. Implementation 

This notice will become effective 

April 30, 2015. HUD will begin 

accepting requests for transfers pursuant 

to this notice on or after the effective 

date. For questions regarding the 

submission or status of a transfer 

request, interested parties should 

contact their HUD Multifamily Hub/

Program Center. The list of HUD 

Multifamily Hubs and Program Centers 

is available at: http://portal.hud.gov/

hudportal/HUD?src=/program_offices/

housing/mfh/hsgmfbus/abouthubspcs. 

Dated: March 17, 2015. 

Biniam Gebre, 

Acting Assistant Secretary for Housing— 

Federal Housing Commissioner. 

[FR Doc. 2015–06776 Filed 3–30–15; 8:45 am] 

BILLING CODE 4210–67–P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 1 

[TD 9716 ] 

RIN 1545–BI65 

Certain Employee Remuneration in 

Excess of $1,000,000 Under Internal 

Revenue Code Section 162(m) 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Final regulations. 

SUMMARY: This document contains final 

regulations relating to the deduction 

limitation for certain employee 

remuneration in excess of $1,000,000 

under the Internal Revenue Code 

(Code). These regulations affect publicly 

held corporations. 

DATES: 

Effective date: These regulations are 

effective on April 1, 2015. 

Applicability date: For dates of 

applicability, see § 1.162–27(j)(2)(vi). 


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Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Rules and Regulations 16971 

FOR FURTHER INFORMATION CONTACT: Ilya 

Enkishev at (202) 317–5600 (not a tollfree number). 

SUPPLEMENTARY INFORMATION: 

Background 

On June 24, 2011, the Treasury 

Department and the IRS published a 

notice of proposed rulemaking 

(proposed regulations) in the Federal 

Register (76 FR 37034, corrected by 76 

FR 55321 on September 7, 2011) under 

section 162(m) of the Internal Revenue 

Code (Code). The proposed regulations 

clarified § 1.162–27(e)(2)(vi)(A) by 

providing that the plan under which an 

option or stock appreciation right is 

granted must specify the maximum 

number of shares with respect to which 

options or rights may be granted to any 

individual employee during a specified 

period. The proposed regulations also 

clarified that the general transition rule 

under § 1.162–27(f)(1) for a corporation 

that becomes a publicly held 

corporation applies to all compensation 

other than compensation specifically 

identified in § 1.162–27(f)(3). 

The Treasury Department and the IRS 

received written comments in response 

to the proposed regulations. All 

comments were considered and are 

available for public inspection at http:// 

www.regulations.gov or upon request. 

No public hearing on the proposed 

regulations was requested or held. After 

consideration of the comments received, 

the Treasury Department and the IRS 

adopt the proposed regulations, with 

modifications, as final regulations. 

Summary of Comments and 

Explanation of Provisions 

1. Maximum Number of Shares With 

Respect To Which Options or Rights 

May Be Granted to Each Individual 

Employee 

Section 162(m)(1) precludes a 

deduction under chapter 1 of the Code 

by any publicly held corporation for 

compensation paid to any covered 

employee to the extent that the 

compensation for the taxable year 

exceeds $1,000,000. Section 

162(m)(4)(C) provides that the 

deduction limitation does not apply to 

qualified performance-based 

compensation. Section 1.162–27(e)(1) 

provides that qualified performancebased compensation is compensation 

that meets all of the requirements of 

§ 1.162–27(e)(2) through (e)(5). 

The proposed regulations clarified 

§ 1.162–27(e)(2)(vi)(A) by providing that 

the plan under which an option or stock 

appreciation right is granted must state 

‘‘the maximum number of shares with 

respect to which options or rights may 

be granted during a specified period to 

any individual [emphasis added] 

employee’’ (per-employee limitation 

requirement). The existing regulations 

provide that the per-employee 

limitation applies to ‘‘any employee’’ 

during a specified period. The proposed 

regulations also provided a 

corresponding clarification of the 

shareholder approval requirement under 

§ 1.162–27(e)(4). Specifically, the 

proposed regulations clarified § 1.162– 

27(e)(4)(iv) to provide that 

compensation is not adequately 

described for purposes of the 

shareholder approval requirement 

unless the maximum number of shares 

on which grants may be made to any 

individual employee during a specified 

period and the exercise price of those 

options is disclosed to the shareholders 

of the corporation. The proposed 

regulations provided that the 

clarifications to § 1.162–27(e)(2)(vi)(A) 

and (e)(4)(iv) apply to amounts that are 

otherwise deductible for taxable years 

ending on or after June 24, 2011. 

Commenters suggested that these final 

regulations clarify that under § 1.162– 

27(e)(2)(vi)(A) a plan satisfies the peremployee limitation requirement if the 

plan specifies the maximum number of 

shares with respect to which any type 

of equity-based compensation may be 

granted to any individual employee 

during a specified period. Commenters 

explained that clarification is needed on 

whether the per-employee limitation 

may apply to all types of equity-based 

awards, not merely stock options and 

stock appreciation rights, which are the 

two types of equity-based awards 

described in § 1.162–27(e)(2)(vi)(A). In 

addition, commenters noted that a peremployee limitation on all types of 

equity-based awards would have the 

same effect as a per-employee limitation 

with respect to stock options and stock 

appreciation rights. In response to these 

comments, the final regulations modify 

§ 1.162–27(e)(2)(vi)(A) to provide that a 

plan satisfies the per-employee 

limitation requirement if the plan 

specifies an aggregate maximum number 

of shares with respect to which stock 

options, stock appreciation rights, 

restricted stock, restricted stock units 

and other equity-based awards may be 

granted to any individual employee 

during a specified period under a plan 

approved by shareholders in accordance 

with § 1.162–27(e)(4). This clarification 

is not intended as a substantive change. 

One commenter suggested that the 

clarification to § 1.162–27(e)(2)(vi)(A) 

apply only to compensation attributable 

to stock options and stock appreciation 

rights granted under a plan that was 

submitted for shareholder approval after 

August 8, 2011 (that is, forty-five days 

after the publication of the proposed 

regulations) and not to grants under 

plans submitted for shareholder 

approval before August 9, 2011 (even if 

the grant was made after that date). 

Another commenter suggested that the 

clarification apply only after the first 

shareholder meeting that occurs at least 

12 months after the publication of these 

final regulations. These commenters 

reasoned that a transition period is 

appropriate because a plan providing for 

an aggregate share limit (but not an 

explicit per-employee share limitation) 

arguably satisfies the per-employee 

limitation requirement under the 

existing regulations because no 

individual employee may receive shares 

in excess of the aggregate limit. 

These final regulations do not adopt 

either of these suggestions. The 

clarification to § 1.162–27(e)(2)(vi)(A) is 

not a substantive change. The transition 

rule in § 1.162–27(h)(3)(i) of the 

regulations provides that a plan 

providing for an aggregate limit, but not 

a per-employee limit, satisfies § 1.162– 

27(e)(2)(vi)(A) only if the plan was 

approved by shareholders before 

December 20, 1993, and only during a 

limited reliance period specified in 

§ 1.162–27(h)(3)(i). Additionally, the 

legislative history to section 162(m) and 

the preamble to the 1993 Treasury 

Regulations (58 FR 66310) under section 

162(m) provide for a limit on the 

maximum number of shares for which 

options or stock appreciation rights may 

be granted to individual employees. The 

preamble to the 1993 Treasury 

Regulations explains the reason for 

requiring a per-employee limitation: 

‘‘Some have questioned why it would be 

necessary for the regulations to require 

an individual [emphasis added] 

employee limit on the number of the 

shares for which options or stock 

appreciation rights may be granted, 

where shareholder approval of an 

aggregate limit is obtained for securities 

law purposes. The regulations follow 

the legislative history, which suggests 

that a per-employee limit be required 

under the terms of the plan.’’ The 

preamble further explains that ‘‘a limit 

on the maximum number of shares for 

which individual employees may 

receive options or other rights is 

appropriate because it is consistent with 

the broader requirement that a 

performance goal include an objective 

formula for determining the maximum 

amount of compensation that an 

individual employee could receive.’’ 

Accordingly, these final regulations 

provide that the clarification to § 1.162– 

27(e)(2)(vi)(A) applies to compensation 


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16972 Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Rules and Regulations 

attributable to stock options and stock 

appreciation rights that are granted on 

or after June 24, 2011 (the date of 

publication of the proposed 

regulations). 

2. Compensation Payable Under 

Restricted Stock Units Paid by 

Companies That Become Publicly Held 

In general, § 1.162–27(f)(1) provides 

that when a corporation becomes 

publicly held, the section 162(m) 

deduction limitation ‘‘does not apply to 

any remuneration paid pursuant to a 

compensation plan or agreement that 

existed during the period in which the 

corporation was not publicly held.’’ 

Pursuant to § 1.162–27(f)(2), a 

corporation may rely on § 1.162–27(f)(1) 

until the earliest of: (i) The expiration of 

the plan or agreement; (ii) a material 

modification of the plan or agreement; 

(iii) the issuance of all employer stock 

and other compensation that has been 

allocated under the plan or agreement; 

or (iv) the first meeting of shareholders 

at which directors are to be elected that 

occurs after the close of the third 

calendar year following the calendar 

year in which an initial public offering 

(IPO) occurs or, in the case of a privately 

held corporation that becomes publicly 

held without an IPO, the first calendar 

year following the calendar year in 

which the corporation becomes publicly 

held. Section 1.162–27(f)(3) provides 

that the relief provided under § 1.162– 

27(f)(1) applies to any compensation 

received pursuant to the exercise of a 

stock option or stock appreciation right, 

or the substantial vesting of restricted 

property, granted under a plan or 

agreement described in § 1.162–27(f)(1) 

if the grant occurs on or before the 

earliest of the events specified in 

§ 1.162–27(f)(2). The proposed 

regulations clarified that the transition 

rule in § 1.162–27(f)(1) applies to all 

compensation other than compensation 

specifically identified in § 1.162– 

27(f)(3). Specifically, the proposed 

regulations identified compensation 

payable under a restricted stock unit 

arrangement (RSU) or a phantom stock 

arrangement as being ineligible for the 

transition relief in § 1.162–27(f)(3). 

Therefore, the effect of the proposed 

regulations is that compensation 

payable under a RSU is eligible for 

transition relief only if it is paid, and 

not merely granted, before the earliest of 

the events specified in § 1.162–27(f)(2). 

Commenters suggested that 

compensation payable under a RSU 

should qualify for the transition relief in 

§ 1.162–27(f)(3) because a RSU is 

economically similar to restricted stock. 

These final regulations do not adopt this 

suggestion. A RSU provides a right to 

receive an amount of compensation 

based on the value of stock that is 

payable in cash, stock, or other property 

(as defined in § 1.83–3(e)) upon the 

satisfaction of a vesting condition (such 

as a period of service). Restricted stock, 

by contrast, is property that has been 

transferred to the service provider on 

the date of grant subject to the 

satisfaction of a specified vesting 

condition. Restricted stock and RSU’s 

are treated differently under the Code. 

RSU’s generally are treated as 

nonqualified deferred compensation 

and may be subject to the rules under 

section 409A, whereas restricted stock is 

treated as property and is governed by 

the rules under section 83. Because 

compensation attributable to a RSU is in 

the nature of nonqualified deferred 

compensation (unlike restricted stock), 

compensation attributable to a RSU is 

not sufficiently similar to restricted 

property to receive the transition relief 

provided under § 1.162–27(f)(3). 

Accordingly, these final regulations 

adopt the proposed clarification to 

§ 1.162–27(f)(3) without change. 

The proposed regulations provided 

that the clarification to § 1.162–27(f)(3) 

would apply on or after the date of 

publication of the Treasury decision 

adopting the proposed regulations as 

final regulations. Commenters suggested 

that the clarification to § 1.162–27(f)(3) 

should apply to RSU’s granted after the 

publication of final regulations and not 

merely to remuneration payable under a 

RSU after the date of publication. These 

final regulations adopt this suggestion. 

Accordingly, these final regulations 

provide that the clarification to § 1.162– 

27(f)(3) applies to remuneration 

otherwise deductible under a RSU that 

is granted on or after April 1, 2015. 

Proposed Effective/Applicability Date 

The clarifications to paragraphs 

(e)(2)(vi)(A), (e)(2)(vii) Example 9, and 

(e)(4)(iv) of this section apply to 

compensation attributable to stock 

options and stock appreciation rights 

that are granted on or after June 24, 

2011. The clarification to § 1.162– 

27(f)(3) applies to any remuneration that 

is otherwise deductible resulting from a 

stock option, stock appreciation right, 

restricted stock (or other property), 

restricted stock unit, or any other form 

of equity-based remuneration that is 

granted on or after April 1, 2015. 

Special Analyses 

It has been determined that this 

Treasury decision is not a significant 

regulatory action as defined in 

Executive Order 12866, as 

supplemented by Executive Order 

13563. Therefore, a regulatory 

assessment is not required. It also has 

been determined that section 553(b) of 

the Administrative Procedure Act (5 

U.S.C. chapter 5) does not apply to these 

regulations, and because the regulations 

do not impose a collection of 

information on small entities, the 

Regulatory Flexibility Act (5 U.S.C. 

chapter 6) does not apply. Pursuant to 

section 7805(f) of the Internal Revenue 

Code, the proposed regulations 

preceding these regulations were 

submitted to the Chief Counsel for 

Advocacy of the Small Business 

Administration for comment on its 

impact on small business. 

Drafting Information 

The principal author of these final 

regulations is Ilya Enkishev, Office of 

the Division Counsel/Associate Chief 

Counsel (Tax Exempt and Government 

Entities). However, other personnel 

from the IRS and the Treasury 

Department participated in their 

development. 

List of Subjects in 26 CFR Part 1 

Income taxes, Reporting and 

recordkeeping requirements. 

Adoption of Amendments to the 

Regulations 

Accordingly, 26 CFR part 1 is 

amended as follows: 

PART 1—INCOME TAXES 

■ Paragraph 1. The authority citation 

for part 1 continues to read in part as 

follows: 

Authority: 26 U.S.C. 7805 * * * 

■ Par. 2. In § 1.162–27 paragraphs 

(e)(2)(vi)(A), (e)(2)(vii) Example 9, 

(e)(4)(iv), and (f)(3) are revised and 

paragraph (j)(2)(vi) is added to read as 

follows: 

§ 1.162–27 Certain employee remuneration 

in excess of $1,000,000. 

* * * * * 

(e) * * * 

(2) * * * 

(vi) * * * 

(A) In general. Compensation 

attributable to a stock option or a stock 

appreciation right is deemed to satisfy 

the requirements of this paragraph (e)(2) 

if the grant or award is made by the 

compensation committee; the plan 

under which the option or right is 

granted states the maximum number of 

shares with respect to which options or 

rights may be granted during a specified 

period to any individual employee; and, 

under the terms of the option or right, 

the amount of compensation the 

employee may receive is based solely on 

an increase in the value of the stock 


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Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Rules and Regulations 16973 

after the date of the grant or award. A 

plan may satisfy the requirement to 

provide a maximum number of shares 

with respect to which stock options and 

stock appreciation rights may be granted 

to any individual employee during a 

specified period if the plan specifies an 

aggregate maximum number of shares 

with respect to which stock options, 

stock appreciation rights, restricted 

stock, restricted stock units and other 

equity-based awards that may be 

granted to any individual employee 

during a specified period under a plan 

approved by shareholders in accordance 

with § 1.162–27(e)(4). If the amount of 

compensation the employee may receive 

under the grant or award is not based 

solely on an increase in the value of the 

stock after the date of grant or award (for 

example, in the case of restricted stock, 

or an option that is granted with an 

exercise price that is less than the fair 

market value of the stock as of the date 

of grant), none of the compensation 

attributable to the grant or award is 

qualified performance-based 

compensation under this paragraph 

(e)(2)(vi)(A). Whether a stock option 

grant is based solely on an increase in 

the value of the stock after the date of 

grant is determined without regard to 

any dividend equivalent that may be 

payable, provided that payment of the 

dividend equivalent is not made 

contingent on the exercise of the option. 

The rule that the compensation 

attributable to a stock option or stock 

appreciation right must be based solely 

on an increase in the value of the stock 

after the date of grant or award does not 

apply if the grant or award is made on 

account of, or if the vesting or 

exercisability of the grant or award is 

contingent on, the attainment of a 

performance goal that satisfies the 

requirements of this paragraph (e)(2). 

* * * * * 

(vii) * * * 

Example 9. Corporation V establishes a 

stock option plan for salaried employees. The 

terms of the stock option plan specify that no 

individual salaried employee shall receive 

options for more than 100,000 shares over 

any 3-year period. The compensation 

committee grants options for 50,000 shares to 

each of several salaried employees. The 

exercise price of each option is equal to or 

greater than the fair market value of a share 

of V stock at the time of each grant. 

Compensation attributable to the exercise of 

the options satisfies the requirements of 

paragraph (e)(2)(vi) of this section. If, 

however, the terms of the options provide 

that the exercise price is less than fair market 

value of a share of V stock at the date of 

grant, no compensation attributable to the 

exercise of those options satisfies the 

requirements of this paragraph (e)(2) unless 

issuance or exercise of the options was 

contingent upon the attainment of a 

preestablished performance goal that satisfies 

this paragraph (e)(2). If, however, the terms 

of the plan also provide that Corporation V 

could grant options to purchase no more than 

900,000 shares over any 3-year period, but 

did not provide a limitation on the number 

of shares that any individual employee could 

purchase, then no compensation attributable 

to the exercise of those options satisfies the 

requirements of paragraph (e)(2)(vi) of this 

section. 

* * * * * 

(4) * * * 

(iv) Description of compensation. 

Disclosure as to the compensation 

payable under a performance goal must 

be specific enough so that shareholders 

can determine the maximum amount of 

compensation that could be paid to any 

individual employee during a specified 

period. If the terms of the performance 

goal do not provide for a maximum 

dollar amount, the disclosure must 

include the formula under which the 

compensation would be calculated. 

Thus, if compensation attributable to 

the exercise of stock options is equal to 

the difference between the exercise 

price and the current value of the stock, 

then disclosure of the maximum 

number of shares for which grants may 

be made to any individual employee 

during a specified period and the 

exercise price of those options (for 

example, fair market value on date of 

grant) would satisfy the requirements of 

this paragraph (e)(4)(iv). In that case, 

shareholders could calculate the 

maximum amount of compensation that 

would be attributable to the exercise of 

options on the basis of their 

assumptions as to the future stock price. 

* * * * * 

(f) * * * 

(3) Stock-based compensation. 

Paragraph (f)(1) of this section will 

apply to any compensation received 

pursuant to the exercise of a stock 

option or stock appreciation right, or the 

substantial vesting of restricted 

property, granted under a plan or 

agreement described in paragraph (f)(1) 

of this section if the grant occurs on or 

before the earliest of the events 

specified in paragraph (f)(2) of this 

section. This paragraph does not apply 

to any form of stock-based 

compensation other than the forms 

listed in the immediately preceding 

sentence. Thus, for example, 

compensation payable under a restricted 

stock unit arrangement or a phantom 

stock arrangement must be paid, rather 

than merely granted, on or before the 

occurrence of the earliest of the events 

specified in paragraph (f)(2) of this 

section in order for paragraph (f)(1) of 

this section to apply. 

* * * * * 

(j) * * * 

(2) * * * 

(vi) The modifications to paragraphs 

(e)(2)(vi)(A), (e)(2)(vii) Example 9, and 

(e)(4)(iv) of this section concerning the 

maximum number of shares with 

respect to which a stock option or stock 

appreciation right that may be granted 

and the amount of compensation that 

may be paid to any individual employee 

apply to compensation attributable to 

stock options and stock appreciation 

rights that are granted on or after June 

24, 2011. The last two sentences of 

§ 1.162–27(f)(3) apply to remuneration 

that is otherwise deductible resulting 

from a stock option, stock appreciation 

right, restricted stock (or other 

property), restricted stock unit, or any 

other form of equity-based remuneration 

that is granted on or after April 1, 2015. 

Approved: March 9, 2015. 

John Dalrymple, 

Deputy Commissioner for Services and 

Enforcement. 

Mark D. Mazur, 

Assistant Secretary of the Treasury (Tax 

Policy). 

[FR Doc. 2015–07386 Filed 3–30–15; 8:45 am] 

BILLING CODE 4830–01–P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 301 

[TD–9718] 

RIN 1545–BH37 

Period of Limitations on Assessment 

for Listed Transactions Not Disclosed 

Under Section 6011 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Final regulations. 

SUMMARY: This document contains final 

regulations relating to the exception to 

the general three-year period of 

limitations on assessment under section 

6501(c)(10) of the Internal Revenue 

Code (Code) for listed transactions that 

a taxpayer failed to disclose as required 

under section 6011. These final 

regulations affect taxpayers who fail to 

disclose listed transactions in 

accordance with section 6011. 

DATES: 

Effective date: These regulations are 

effective March 31, 2015. 

Applicability date: For dates of 

applicability, see § 301.6501(c)–1(g)(9). 

FOR FURTHER INFORMATION CONTACT: 

Danielle Pierce of the Office of Chief 

Counsel (Procedure and 


asabaliauskas on DSK5VPTVN1PROD with RULES