S.Amdt. 2627

SA 2627. Mr. REED submitted an amendment intended to be proposed by
him to the bill H.R. 1, to provide for reconciliation pursuant to title
II of H. Con. Res. 14; which was ordered to lie on the table; as
follows:

At the appropriate place, insert the following:

SEC. _____. EXPANSION OF DENIAL OF DEDUCTION FOR CERTAIN
EXCESSIVE EMPLOYEE REMUNERATION.

(a) In General.--
(1) Expansion.--Section 162(m) is amended--
(A) by striking ``applicable employee remuneration'' each
place it appears in paragraphs (1), (4), and (5)(E) and
inserting ``applicable remuneration'',
(B) by striking ``covered employee'' each place it appears
and inserting ``covered individual'', and
(C) by striking ``employee'' each place it appears in
paragraph (1) and subparagraphs (A), (C)(ii), and (E) of
paragraph (4) and inserting ``individual''.
(2) Covered individual.--Paragraph (3) of section 162(m) is
amended to read as follows:
``(3) Covered individual.--For purposes of this subsection,
the term `covered individual' means--
``(A) any individual who performs services (directly or
indirectly) for the taxpayer (or any predecessor) for any
taxable year beginning after December 31, 2024, or
``(B) any employee--
``(i) who was the principal executive officer or principal
financial officer of the taxpayer (or any predecessor) at any
time during any preceding taxable year beginning after
December 31, 2016, and before January 1, 2025, or who was an
individual acting in such a capacity, or
``(ii) the total compensation of whom for any taxable year
described in clause (i) was required to be reported to
shareholders under the Securities Exchange Act of 1934 by
reason of such individual being among the 3 highest
compensated officers for the taxable year (other than any
individual described in clause (i)).
Such term shall include any employee who would be described
in subparagraph (B)(ii) if the reporting described in such
subparagraph were required as so described.''.
(3) Conforming amendments.--
(A) The heading for section 162(m) is amended by striking
``Employee''.
(B) The heading for section 162(m)(4) is amended by
striking ``employee''.
(b) Modification of Definition of Publicly Held
Corporation.--Section 162(m)(2) is amended--
(1) by inserting ``, with respect to any taxable year,''
after ``means'', and
(2) by striking subparagraph (B) and inserting the
following:
``(B) that was required to file reports under section 15(d)
of such Act (15 U.S.C. 78o(d)) at any time during the 3-
taxable year period ending with such taxable year.''.
(c) Regulatory Authority.--
(1) In general.--Section 162(m) is amended by adding at the
end the following new paragraph:
``(7) Regulations.--The Secretary may prescribe such
guidance, rules, or regulations as are necessary to carry out
the purposes of this subsection, including regulations--
``(A) with respect to reporting, and
``(B) to prevent avoidance of the purposes of this section
by providing compensation through a pass-through or other
entity.''.
(2) Conforming amendment.--Paragraph (6) of section 162(m)
is amended by striking subparagraph (H).
(d) Effective Date.--The amendments made by this section
shall apply to taxable years beginning after December 31,
2024.
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