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No, it is much more complex than that.

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1manband Member Profile
 
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1manband   Thursday, 12/07/17 07:17:20 PM
Re: MakinBank post# 129939
Post # of 130331 
No, it is much more complex than that. It involves the percentage increase in value calculated by each set of shareholders.

And then once the acquisition is complete, much of the NOL's still go away under the 382 limitation. The amount of NOL's which are usable post-acquisition requires a calculation involving the value of the pre-sale corporation, the federal tax rate, and any asset gains and losses. It can be quite complicated but usually, the amount of NOL's available post-acquisition are a small fraction of what was on the acquired corporation's books pre-purchase.

But don't forget the most important consideration. The Historic Business requirement. In order to use any of the NOL's, the acquiring company must continue the historic business of the acquired company. You can't just buy a company with NOL's and take them to offset whatever gains you have - you have to buy the company for their business, not the NOL's, and continue to carry on that business to have any hope to use the NOL's. If the continuity of business standard is not me, the value of the NOL's is zero.

And as far as Section 382 "screws everything", I have a feeling most taxpayers in the US would disagree with you. The law was originally passed in the 1950's to close one big loophole being exploited by corporations and the wealthy to cheat Uncle Sam out of taxes owed.




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