White Paper

7 Pages
  • 7 Pages

Availability of Net Operating Losses - Ownership Change Overview


Learn when IRC Section 382 applies when there is an ownership change.

Under IRC § 382 "the amount of the taxable income of any new loss corporation for any post-change year which may be offset by pre-change losses shall not exceed the § 382 limitation for such year."  Under prior law the general approach was to limit or reduce the amount of NOL carryovers in certain acquisitions. Under current laws the carryovers remain intact but the post-acquisition income against which they can be applied is limited. The theory of the law is that the post-acquisition use of the carryovers should be limited to the use that the old loss corporation could have made of them if the acquisition had not occurred. It is assumed that the old loss corporation could have earned income each year equal to a reasonable return on its value, and the post-acquisition income against which the old loss corporation's carryovers can be applied is therefore limited each year to a percentage of the old loss corporation's value on the acquisition date deemed to represent a reasonable rate of return. This white paper reviews when § 382 applies after a change in ownership.



Dale Baringer

Dale Baringer


  • Has over 38 years of experience in the practice of law
  • He is certified by the Louisiana State Bar Association as a specialist in the field of taxation
  • Areas of emphasis in practice are in the fields of tax law (planning, business transactions, dispute resolution and tax litigation), securities law, bankruptcy law (with emphasis on representation of creditors, creditor committees, trustees and Chapter 11 work), corporate law, commercial and business litigation, corporate takeovers, business organizations, personal injury law, professional malpractice, mergers and acquisitions, employment law, ERISA litigation, life/accident and health insurance law, wills, trusts, estate planning, successions and estate administration
  • Has trial experience in all federal district courts in Louisiana, many of the Louisiana state district courts, and the U.S. Tax Court
  • Serves as owner and manager of Nationwide 1031 Exchange Professionals, L.L.C. and Nationwide E.A.T., L.L.C., which provide services as a like-kind exchange intermediary and exchange accommodation title holder, respectively, for IRC §1031 like-kind exchange transactions
  • Frequent presenter of seminar programs in the fields of taxation, bankruptcy, business organizations, trial practice, ethics and professionalism

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