In recent years, many taxpayer corporations have accumulated net operating loss (NOL) carryforward income tax benefits. Internal Revenue Code Section 382 limits the taxpayer corporation’s use of the NOL tax benefit when there is a change of ownership. Some change in ownership transactions (e.g., mergers and acquisitions) are obvious. Other change in ownership transaction (e.g., private equity investments, debt private placements with equity conversion features) are less obvious. This discussion summarizes some of the current valuation rules related to an ownership change in NOL corporations that have multiple classes of stock outstanding. http://www.willamette.com/insights_journal/11/winter_2011_12.pdf
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