To help issuers prepare for the upcoming proxy season, and as a follow-up to our prior post entitled "Compensation Considerations for the 2020 Proxy Season," we are hosting a FREE webinar entitled "Upcoming Proxy Season: Compensatory Thoughts from ISS (an Annual Program)" on Thursday, January 16, 2020 from 10:00 am to 11:00 am Central [Register here].  The purpose of this webinar is to discuss compensatory thoughts and trends of institutional shareholder advisory services such as ISS, including:

• New compensation pronouncements and positions of ISS since the 2019 proxy season;

This is a just a quick note that proposed Treasury regulations were issued under Section 162(m) that reverses a series of private letter rulings previously granted to UPREITs.  Under the proposed Treasury regulations, the $1mm deduction limitation under Section 162(m) would apply with respect to compensation that a publicly-traded REIT's covered employee receives from an operating partnership for services he or she provided on behalf of such operating partnership.  The proposed Treasury regulation is applied by potentially disallowing a REIT's distributive share of any ...