II 

116TH CONGRESS 

1ST SESSION S. 2268 

To amend the Internal Revenue Code of 1986 to expand the denial of 

deduction for certain excessive remuneration, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

JULY 25, 2019 

Mr. REED (for himself, Mr. BLUMENTHAL, Mr. WHITEHOUSE, Mr. MERKLEY, 

Ms. BALDWIN, Ms. WARREN, Mr. VAN HOLLEN, and Mr. BROWN) introduced the following bill; which was read twice and referred to the Committee on Finance 

A BILL 

To amend the Internal Revenue Code of 1986 to expand 

the denial of deduction for certain excessive remuneration, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Stop Subsidizing Mul5 timillion Dollar Corporate Bonuses Act’’. 

6 SEC. 2. EXPANSION OF DENIAL OF DEDUCTION FOR CER7 TAIN EXCESSIVE REMUNERATION. 

8 (a) IN GENERAL.— 


jspears on DSK3GMQ082PROD with BILLS
2 

•S 2268 IS

1 (1) EXPANSION.—Section 162(m) of the Inter2 nal Revenue Code of 1986 is amended— 

3 (A) by striking ‘‘applicable employee remu4 neration’’ each place it appears in paragraphs 

5 (1), (4), and (5)(E) and inserting ‘‘applicable 

6 remuneration’’; 

7 (B) by striking ‘‘covered employee’’ each 

8 place it appears in paragraphs (1) and (4) and 

9 inserting ‘‘covered individual’’; and 

10 (C) by striking ‘‘employee’’ each place it 

11 appears in paragraph (1) and subparagraphs 

12 (A), (C)(ii), and (E) of paragraph (4) and in13 serting ‘‘individual’’. 

14 (2) COVERED INDIVIDUAL.—Paragraph (3) of 

15 section 162(m) of such Code is amended to read as 

16 follows: 

17 ‘‘(3) COVERED INDIVIDUAL.—For purposes of 

18 this subsection, the term ‘covered individual’ 

19 means— 

20 ‘‘(A) any individual who performs services 

21 (directly or indirectly) for the taxpayer (or any 

22 predecessor) for any taxable year beginning 

23 after December 31, 2019, or 

24 ‘‘(B) any employee— 


jspears on DSK3GMQ082PROD with BILLS
3 

•S 2268 IS

1 ‘‘(i) who was the principal executive 

2 officer or principal financial officer of the 

3 taxpayer (or any predecessor) at any time 

4 during any preceding taxable year begin5 ning after December 31, 2016, and before 

6 January 1, 2020, or who was an individual 

7 acting in such a capacity, or 

8 ‘‘(ii) the total compensation of whom 

9 for any taxable year described in clause (i) 

10 was required to be reported to shareholders 

11 under the Securities Exchange Act of 1934 

12 by reason of such individual being among 

13 the 3 highest compensated officers for the 

14 taxable year (other than any individual de15 scribed in clause (i)). 

16 Such term shall include any employee who would be 

17 described in subparagraph (B)(ii) if the reporting 

18 described in such subparagraph were required as so 

19 described.’’. 

20 (3) CONFORMING AMENDMENTS.— 

21 (A) The heading for section 162(m) of the 

22 Internal Revenue Code of 1986 is amended by 

23 striking ‘‘EMPLOYEE’’. 

24 (B) The heading for section 162(m)(4) is 

25 amended by striking ‘‘EMPLOYEE’’. 


jspears on DSK3GMQ082PROD with BILLS
4 

•S 2268 IS

1 (b) MODIFICATION OF DEFINITION OF PUBLICLY

2 HELD CORPORATION.—Section 162(m)(2) of the Internal 

3 Revenue Code of 1986 is amended— 

4 (1) by inserting ‘‘, with respect to any taxable 

5 year,’’ after ‘‘means’’; and 

6 (2) by striking subparagraph (B) and inserting 

7 the following: 

8 ‘‘(B) that was required to file reports 

9 under section 15(d) of such Act (15 U.S.C. 

10 78o(d)) at any time during the 3-taxable year 

11 period ending with such taxable year.’’. 

12 (c) REGULATORY AUTHORITY.— 

13 (1) IN GENERAL.—Section 162(m) of the Inter14 nal Revenue Code of 1986 is amended by adding at 

15 the end the following new paragraph: 

16 ‘‘(7) REGULATIONS.—The Secretary may pre17 scribe such guidance, rules, or regulations as are 

18 necessary to carry out the purposes of this sub19 section, including regulations— 

20 ‘‘(A) with respect to reporting, and 

21 ‘‘(B) to prevent avoidance of the purposes 

22 of this section by providing compensation 

23 through a pass-through or other entity.’’. 


jspears on DSK3GMQ082PROD with BILLS
5 

•S 2268 IS

1 (2) CONFORMING AMENDMENT.—Paragraph (6) 

2 of section 162(m) of such Code is amended by strik3 ing subparagraph (H). 

4 (d) EFFECTIVE DATE.—The amendments made by 

5 this section shall apply to taxable years beginning after 

6 December 31, 2019. 

Æ 


jspears on DSK3GMQ082PROD with BILLS