Section 382 Net Operating Loss Rules
Legal Strategies to Avoid Tax Traps After Change in Corporate Ownership
Recording of a 90-minute premium CLE/CPE webinar with Q&A
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.
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
He advises on corporate tax law including the structuring of taxable and tax-free transactions, deemed asset purchases,... | Read More
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.
CloseRobert W. Wood
Partner
Wood & Porter
He has extraordinarily broad experience in corporate, partnership and individual tax matters. He has long maintained a... | Read More
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.
CloseNick Gruidl
Managing Director
McGladrey
He is the national leader of the firm’s Corporate Tax and Transactions Practice. His client service focus is... | Read More
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.
CloseAccess Anytime, Anywhere
Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.
CLE On-Demand Audio