After consecutive unprofitable years, a corporation may find itself with substantial net operating losses (“NOLs”). The corporation with the NOLs, which is commonly called a “loss corporation,” will generally be permitted to carryback each NOL as far as the 2 years preceding the year of the loss, or carryover the NOL as far forward as 20 years following the year of the loss. Internal Revenue Code (“I.R.C.”) § 172(b)(1)(A). These NOLs provide a dollar-for-dollar reduction of future or past taxable income and are valuable assets in the hands of a profitable corporation. The Internal Revenue Code, however, imposes a number of limitations on a corporation’s ability to buy or sell NOLs. Below is a brief overview of some of these limitations.
1. I.R.C. § 382 Limitations
a. Ownership Change
Under I.R.C § 382 (“§ 382”), following an “Ownership Change,” a loss corporation’s use of its NOLs to offset taxable income is limited. An Ownership Change occurs upon (i) a more than 50 percentage point increase in the ownership of the loss corporation’s stock (ii) by one or more shareholders owning at least 5% of the loss corporation’s stock (iii) looking back over the preceding three-years. An Ownership Change does not require that the stock be acquired by a single entity or group of related entities, nor does it require the stock be acquired in a single transaction. Accordingly, an Ownership Change may be triggered by a single entity purchasing 51% of a loss corporation’s stock in a single transaction or by 10 unrelated individuals each purchasing 5.1% of the loss corporation’s stock through a series of transactions over a period of 3 years.
Further, § 382(c)(1) imposes a continuity of business enterprise requirement for the two years following an Ownership Change. The loss corporation will lose all of its prior accumulated NOLs if, at any point within the two-years following an Ownership Change, the loss corporation fails to do one of the following: (i) continue a significant l
Last year, mainecoastlover1 urged all GERN shareholders to invest in the stock LINE. At the time, LINE was trading between $22 to $30 per share. He personally mocked GERN holders for not owning the stock. He kept buying and continued to urge GERN shareholders to do the same. The BOZO mainecoastlover rode the stock down while spending every dollar he had until LINE filed for bankruptcy 6 months ago. LINE went to 10 cents last week. Way to go BOZO!!!!
Ye, and if we put some controls on spoons and forks, there wouldn't be so many damn FAT people in this country! Do you know have many people die each year from heart attacks?
That BM idiot is a swing trader who happens to be caught off guard. He will now bash the stock hoping it will go down so he can reload. What a loser!
black, learn to read;
Following completion of the protocol specified primary analysis of IMbark™ or after a certain time period after the initiation of the first Phase 3 myelofibrosis study, if any, Janssen must notify us whether it elects to maintain its license rights and continue to advance the development of imetelstat in any indication. In the event that IMbark™ has been terminated early or suspended, Janssen must instead notify us of its decision by the date that is the later of 24 months from the initiation of IMerge™ or 24 months from the termination of IMbark™ or commencement of the suspension period, as applicable.
He's about to lose his play toy here, when (if) he shows his face at the new Yahoo message board, look for Bernard. We should all get a good laugh!