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

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Conducted on Wednesday, March 25, 2009

Course Materials

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.


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.



  1. Determination of Ownership Change
    1. Section 382 Study
    2. Testing Date Schedule
    3. Equity Rollforward Schedules
  2. Fluctuation of Value
  3. Section 382 Limitations
    1. Impact of Ownership Change
    2. Calculation of Section 382 Limitation
    3. Successive Ownership Changes
  4. NUBIGs or NUBILs – Notice 2003-65


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?


Todd B. Reinstein
Todd B. Reinstein

Pepper Hamilton

He advises on corporate tax law including the structuring of taxable and tax-free transactions, deemed asset purchases,...  |  Read More

Robert W. Wood
Robert W. Wood

Wood & Porter

He has extraordinarily broad experience in corporate, partnership and individual tax matters. He has long maintained a...  |  Read More

Nick Gruidl
Nick Gruidl
Managing Director

He is the national leader of the firm’s Corporate Tax and Transactions Practice. His client service focus is...  |  Read More

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