Section 382 Net Operating Loss Rules
Legal Strategies to Avoid Tax Traps After Change in Corporate Ownership
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Wednesday, March 25, 2009
Recorded event now available
This seminar will assist the tax practitioner in navigating the Section 382 net operating loss (NOL) rules to maximize utilization of NOL carryforwards and will discuss best practices for companies to take advantage of NOLs in the sale or acquisition of a distressed business.
Description
The economic crisis is causing many businesses to incur operating losses, and equity shifts are occurring more frequently within companies seeking capital. IRS Section 382 limits a corporation's ability to use net operating losses (NOL) against taxable income after a change in ownership.
In response to the economic crisis, the IRS recently issued Guidance relaxing some NOL rules, particularly the "anti-loss stuffing" rule. Mastery of the NOL rules is critical for effective representation of loss corporations and investors in distressed businesses.
Listen as our panel of tax attorneys examines the complex and often confusing NOL rules to determine whether an ownership change has occurred, the calculation of Section 382's limitations and the valuation of the loss corporation.
Outline
- Determination of Ownership Change
- Section 382 Study
- Testing Date Schedule
- Equity Rollforward Schedules
- Fluctuation of Value
- Section 382 Limitations
- Impact of Ownership Change
- Calculation of Section 382 Limitation
- Successive Ownership Changes
- NUBIGs or NUBILs – Notice 2003-65
Benefits
The panel will review these and other key questions:
- Why are the Section 382 rules critical for buyers of and investors in distressed businesses?
- What factors determine whether an "ownership change" has occurred?
- What counts as "equity" when determining a Section 382 ownership change?
- How have recent IRS actions impacted the Section 382 rules?
Faculty
Todd B. Reinstein,
Partner
Pepper Hamilton, Washington, D.C.
He advises on corporate tax law including the structuring of taxable and tax-free transactions, deemed asset purchases, shareholder redemptions, and stock basis and earnings and profits calculations. He also has significant experience with corporate loss limitation studies (IRC Section 382) and the tax aspects of bankruptcy and workouts, restructuring or retirement of indebtedness.
Robert W. Wood,
Partner
Wood & Porter, San Francisco
He has extraordinarily broad experience in corporate, partnership and individual tax matters. He has long maintained a corporate tax practice emphasizing general business planning, negotiation and documentation of corporate distributions, divisive and acquisitive reorganizations, financings, recapitalizations, formations and liquidations.
Nick Gruidl,
Managing Director
McGladrey, Minneapolis
He is the national leader of the firm’s Corporate Tax and Transactions Practice. His client service focus is on advising clients and firm personnel on corporate M&A activity; private equity transactions, consolidated group issues; analysis of net operating loss issues, and partnership taxation. He develops and delivers internal and external training on corporate tax and transaction related issues.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CPE: Self-study CPE is not offered on online webinars.
CLE:
Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*.
Pre-approved for self-study credit in: AK, AZ, MO, MT, TX*, VT, WA.
Upon request, also available in: CO, CT*, FL, GA, ID, KY, LA*, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
(*Indicates that Strafford must report attendance.)
Online CLE Audio $149.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CPE: Self-study CPE is not offered on recorded events.
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX*, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com. (*Indicates that Strafford needs to process the CLE — see below to purchase this option.)
MP3 Download (Audio Only) $49.00
Available 24 hours after the live event
CD $49.00
plus $9.45 S&H
Available ten business days after the live event
NASBA CPE Sponsor
Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org.
CLE Credit
Strafford's live seminars qualify for CLE in every state that accredits webinars. They offer you a high quality, cost effective, and convenient CLE option, with no lost travel time or expenses.
CPE Credit
Strafford is a NASBA CPE sponsor and our live seminars qualify for CPE credits. They offer you a high quality, cost effective, and convenient CPE option, with no lost travel time or expenses.
Customer Reviews
The seminar was given in a very user friendly presentation format.
Danielle Burns
Duane Morris LLP
It was a very good presentation of complex material, managed in an understandable format. The information will be useful in my practice.
Jay H. McDowell
Withers Bergman LLP
The presenters were knowledgeable and able to intelligently answer questions.
Tommy Orr
Mikunda, Cottrell & Co., Inc.
The webinar was very informative on very pertinent matters and had a good flow.
Noam Wiener
Allen & Overy LLP
A focused presentation offering practical information in a concise format.
Una Kang
Saiber
Tax Law Advisory Board
Tax Partner
Steptoe & Johnson
Of Counsel
Morrison & Foerster
Partner, Federal, State and International Tax Planning
Rogin Nassau
International Tax and Tax Controversies Partner
DLA Piper
Partner and Practice Group Leader - Tax
Waller Lansden Dortch & Davis
Transactional Tax Partner
McKenna Long & Aldridge
Partner, Cross-Border Transactions Tax
Fraser Milner Casgrain
Federal Tax Partner
Nixon Peabody
Partner, Tax-Exempt Organizations
Steptoe & Johnson
Partner, Corporate Tax and Due Diligence
Pepper Hamilton
Tax Controversy Partner
Crowell & Moring
Of Counsel
Skadden Arps
Peter Stathopoulos
Managing Director, State and Local Tax Practice
Bennett Thrasher
Partner & Co-Chair, State & Local Tax Practice
Sutherland Asbill & Brennan
Our Guarantee
Strafford webinars and teleconferences are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10.