Replies to post #24272 on IAHL Corporation (IAHL)

[jenthico]

From Wikipedia:

http://en.wikipedia.org/wiki/Reverse_takeover

Read the contradictions:

http://en.wikipedia.org/wiki/Talk:Reverse_takeover

"Additionally, many shell companies carry forward what is known as a tax-loss. This means that a loss incurred in previous years can be applied to income in future years. This shelters future income from income taxes. Since most active public companies become dormant public companies after a string of losses, or at least one large one, it is more likely that a shell company will offer this tax shelter.

It is highly unusual to preserve any benefit from the tax loss carry forward in a shell company. The tsx regs. normally reduce the loss carry forward by the percentage of the change in control. In a well structured reverse merger the private company should end up with 95% or more of the stock after the mergr, thus reducing the tax loss carry forward by this amount for greater.

== Normally, U.S. tax law dramatically reduces the available of a loss carryforward if a change in control has occurred. I believe that when a "ownership change"(as defined in IRC Section 382(g)) is deemed to have occurred, Section 382 of the Internal Revenue Code reduces the availability of a loss carryforward to an amount equal to the product of the value of the old loss corporation and the applicable federal long-term tax-exempt rate. 12.40.239.4 16:20, 15 September 2006 (UTC)

That's not true. You can apply tax losses to different items on the balance sheet. Tax loss carry-forward is one of the great benefits of a RTO.--Getaway 14:33, 31 January 2007 (UTC)

In this case, the contradiction remains, because the article is saying that it is highly unusual to preserve the tax benefit. Can anyone clarify this point? Merry07 22:10, 20 March 2007 (UTC)"

Be weary...about this debt indemnity BS. Hayter's been doing this a LOT longer than Michelle. I smell wool...

[BBALLGUY]

If this was a "cash" deal, why wouldn't the amount of the outstanding loan be withheld from the cash payment and used to pay off the loan directly? I cannot imagine the lein holder permiting the sale of the stock and releasing the new owner, who has the assets, from liability on the loan. I can't see that release happening. Just my non-legal opinion.