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131 STAT. 2156 PUBLIC LAW 115–97—DEC. 22, 2017 (B) Paragraphs (5)(G) and (6)(G) of section 162(m) are each amended by striking ‘‘(F) and (G)’’ and inserting ‘‘(D) and (E)’’. (b) MODIFICATION OF DEFINITION OF COVERED EMPLOYEES.— Paragraph (3) of section 162(m) is amended— (1) in subparagraph (A), by striking ‘‘as of the close of the taxable year, such employee is the chief executive officer of the taxpayer or is’’ and inserting ‘‘such employee is the principal executive officer or principal financial officer of the taxpayer at any time during the taxable year, or was’’, (2) in subparagraph (B)— (A) by striking ‘‘4’’ and inserting ‘‘3’’, and (B) by striking ‘‘(other than the chief executive officer)’’ and inserting ‘‘(other than any individual described in subparagraph (A))’’, and (3) by striking ‘‘or’’ at the end of subparagraph (A), by striking the period at the end of subparagraph (B) and inserting ‘‘, or’’, and by adding at the end the following: ‘‘(C) was a covered employee of the taxpayer (or any predecessor) for any preceding taxable year beginning after December 31, 2016.’’. (c) EXPANSION OF APPLICABLE EMPLOYER.— (1) IN GENERAL.—Section 162(m)(2) is amended to read as follows: ‘‘(2) PUBLICLY HELD CORPORATION.—For purposes of this subsection, the term ‘publicly held corporation’ means any cor- poration which is an issuer (as defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c))— ‘‘(A) the securities of which are required to be reg- istered under section 12 of such Act (15 U.S.C. 78l), or ‘‘(B) that is required to file reports under section 15(d) of such Act (15 U.S.C. 78o(d)).’’. (2) CONFORMING AMENDMENT.—Section 162(m)(3), as amended by subsection (b), is amended by adding at the end the following flush sentence: ‘‘Such term shall include any employee who would be described in subparagraph (B) if the reporting described in such subparagraph were required as so described.’’. (d) SPECIAL RULE FOR REMUNERATION PAID TO BENEFICIARIES, ETC.—Paragraph (4) of section 162(m), as amended by subsection (a), is amended by adding at the end the following new subpara- graph: ‘‘(F) SPECIAL RULE FOR REMUNERATION PAID TO BENE- FICIARIES, ETC.—Remuneration shall not fail to be applicable employee remuneration merely because it is includible in the income of, or paid to, a person other than the covered employee, including after the death of the covered employee.’’. (e) EFFECTIVE DATE.— (1) IN GENERAL.—Except as provided in paragraph (2), the amendments made by this section shall apply to taxable years beginning after December 31, 2017. (2) EXCEPTION FOR BINDING CONTRACTS.—The amendments made by this section shall not apply to remuneration which is provided pursuant to a written binding contract which was in effect on November 2, 2017, and which was not modified in any material respect on or after such date. 26 USC 162 note. 26 USC 162. VerDate Sep 11 2014 10:09 Oct 18, 2018 Jkt 079139 PO 00097 Frm 00104 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL097.115 PUBL097 dkrause on DSKBC28HB2PROD with PUBLAWS