Comments on Carried Interest Bill (H.R. 1935)
6 Pages Posted: 14 Jul 2009 Last revised: 11 Sep 2015
Date Written: July 10, 2009
This letter offers comments on two proposed statutory changes currently set forth in H.R. 1935: (1) new section 710, which would tax the compensatory component of certain 'carried interests' as ordinary income; and (2) a related amendment to section 83(b) concerning transfers of partnership interests in connection with services. The discussion proceeds in three parts. The first part provides an overall comparison of the joint-tax benefits of alternative forms of equity compensation (profits interests and compensatory options) under current law and section 710. The second part suggests a drafting clarification and discusses the operation of the qualified capital exception when profits are taxed and reinvested in the partnership. The third part proposes a more limited approach to the interaction between sections 83 and 710. A brief conclusion suggests that the problems posed by carried interests can be addressed more effectively and less disruptively by a narrowly targeted solution within the framework of current law.
Keywords: carried interests, proposed 710, H.R. 1935, deferred compensation, profits interest, 83, 409A, 457A, qualified capital exception, ARSA options, DRIP treatment, joint-tax advantage, liquidation value
JEL Classification: K34
Suggested Citation: Suggested Citation