Key concept in that exchange . . .
Under the normal NOL rules, the “Ownership Change” definition under §382 is only concerned with the INCREASE at the 5% shareholder level. There is nothing that I can find under the normal rules of the code that limits the survival of NOLs in the event that common shareholders are not preserved because that would constitute a “decrease” not an “increase” in ownership.
The "savvy investors" here were only concerned with the "increase" at the 5% (2.4 million shares) level, if you recall. As long as those specific holders remain, NOLS are preserved; the rest of the bunch (minimum common share holders), well, no one cares but the bagholders.
I know, "lotto play".
GLTA, you're going to need it.
