News & Analysis as of

Corporate Taxes Change of Ownership

Morrison & Foerster LLP

Protecting Tax Assets – Considering an NOL Rights Plan - UPDATED

A corporation’s net operating losses (NOLs)are important assets that can be used to reduce future taxable income. But certain changes in a corporation’s ownership can significantly reduce the value of those NOLs....more

Cadwalader, Wickersham & Taft LLP

New Proposed NOL Regulations on the Horizon

After a change in IRS personnel and three years of relentless taxpayer complaints, the IRS made a welcome announcement last week. At the ABA Tax Section meeting, an IRS spokesperson confirmed that they will not finalize the...more

Troutman Pepper

IRS Issues New Section 382 PLR on Applying Actual Knowledge Exception

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Taxpayers looking to utilize net operating loss (NOLs) among other attributes and excess interest carryovers need to know the rules that could limit or eliminate them, including Section 382. Section 382 requires a corporation...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Locke Lord LLP

BIG Haircut –Treasury Department Proposes to limit the use of NOLs on Certain Corporate Mergers and Acquisitions via 382 Built-in...

Locke Lord LLP on

On September 9, 2019, the U.S. Department of the Treasury issued proposed regulations that would limit the ability of certain corporations to utilize prior year losses, potentially increasing the tax burden of such...more

Fenwick & West LLP

Proposed Section 382 Regulations Raise International Tax Issues for Post-Acquisition Restructuring

Fenwick & West LLP on

The new regulations proposed in September under Section 382(h) regarding built-in-gain raise several international tax issues that companies planning for post-acquisition integration of loss corporations should be aware of....more

Proskauer - Tax Talks

Proposed Regulations on Built-in Gains and Losses under Section 382(h)

Proskauer - Tax Talks on

On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under...more

A&O Shearman

Proposed Section 382 Regulations Would Eliminate Section 338 Approach of Notice 2003-65

A&O Shearman on

On September 9, 2019, the Treasury Department (“Treasury”) and the Internal Revenue Service (the IRS) issued proposed section 382 regulations (REG-125710-18) (the “Proposed Regulations”) reversing certain previously...more

Wilson Sonsini Goodrich & Rosati

IRS Proposes Regulations That Would Limit Utilization of NOLs After Acquisitions and Other Ownership Changes

On September 9, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (the Proposed Regulations) that, if finalized, would significantly change the way corporations...more

Jones Day

Favorable Net Operating Loss Utilization Rules Could be Eliminated

Jones Day on

Proposed regulations, if adopted, would impose substantial restrictions in many cases on a corporation's use of existing net operating losses and similar tax attributes after a substantial change in ownership. On September...more

Troutman Pepper

IRS Issues New Section 382 Private Letter Ruling On Identifying Schedule 13 Filers - TAX UPDATE Volume 2019, Issue 3

Troutman Pepper on

Taxpayers looking to utilize net operating losses (NOLs), excess interest carryovers and certain other tax attributes need to be cognizant of the rules that could limit or eliminate them, including section 382. Section 382...more

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