New opinion — shareholder challenge to tax-deductible CEO pay fails


This is my daughter, making the exact same face I made when I read this opinion.

Today, I learned that, when a corporation pays its top executives over $100 million, the corporation can claim that as a tax-deductible business expense. Because, really, what could be more sensible than having insanely large executive pay be subsidized by taxpayers?

Anyhow, that’s what Viacom did (the opinion dryly notes Viacom in 2011 earned over $2 billion), and one of its shareholders sued the corporation and its board members over it. Today, without reaching the question of whether the deduction was legal,* the Third Circuit ruled for Viacom.

The case is Freedman v. Redstone, the opinion is here. The author is Greenberg, joined by Fuentes and Van Antwerpen. Arguing counsel were Arnold Gershon for the shareholder and Stuart Baskin for Viacom.


* In a footnote, the Court notes, “Though we place only limited significance on this circumstance, the amount of compensation paid the executives was so large that it well may have come to the IRS’s attention. Yet so far as we are aware, the IRS did not challenge the compensation’s deductibility.”