Gain insights into how Section 382 specifically limits a corporation's ability to offset taxable income with NOLs following a change in ownership.
A corporation's ability to offset future federal income tax income with net operation losses or credits can be challenging as there are several tax rules designed to limit the availability of the NOLs. In particular, Section 382 limits a corporation's ability to offset taxable income with its NOLs after a change in ownership. Our panel of nationally recognized experts will provide a practical overview of the Section 382 rules while highlighting current topics. We will also provide an overview of the 382 rules in the context of emerging from a Chapter 11 bankruptcy.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
Introduction to the Rules of 382
Treatment of Equity Instruments Under 382
Aggregation Rules
Segregation Rules
Exceptions
Calculating the 382 Limitation
Built-in Gain and Loss Rules
Application of Notice 2003-65
Proposed Built-in Gain Regulations
Section 382 Rules in Bankruptcy
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on February 9, 2024.
Call 1-866-352-9540 for further credit information.
- AIPB 2.0
- This program is acceptable for 2.0 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
- AR CLE 1.5
- This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.5
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.5
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
- CT CLE 1.5
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
- GA CLE 1.5
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
- HI CLE 1.5
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
- MO CLE 2.0
- This course qualifies for self-study CLE credit in Missouri.
- NH MCLE 1.7
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 100 Minutes.
- PA CLE 1.5
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
- RI CLE 2.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 2.0 hours of CLE credit.
- VT CLE 1.5
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WI CLE 2.0
- This program qualifies for 2.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
- WV MCLE 2.0
- This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
Enrolled Agents 2.0
- In accordance with the standards set forth in Circular 230 section 10.6, CE credits have been granted based on a 50-minute hour. This program qualifies for 2.0 Continuing Education Credit(s) for enrolled agents.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
MP3 Download
- Arizona CLE 1.5
- CA MCLE 1.5
- HI CLE 1.5
- NJ CLE 2.0
- VT CLE 1.5
- WV MCLE 2.0
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Todd B. Reinstein
Forvis, LLP
- Partner in the Federal Tax Specialty Services of the law firm Forvis
- Focuses practice on general tax matters, including Section 382 studies, earnings and profits calculations, and corporate tax controversy issues
- Chair of AICPA corporate tax technical resource committee
- B.S. degree in management, Tulane University; M.S. degree in Accountancy, Nova Southeastern University; LL.M. degree in taxation, Georgetown University Law Center
- Can be contacted at 703.970.0426 or [email protected]
Clay Wesbrook
Forvis, LLP
- Senior Manager in the Federal Tax Specialty Services of the law firm Forvis
- Focuses on tax mergers and acquisitions, corporate tax compliance, tax accounting (ASC 740), and tax consulting
- Areas of expertise include transaction consulting, research and development credits, purchase accounting, and bankruptcy tax planning
- Specializes in corporate loss limitation studies under §382, golden parachute payment calculations under §280G, transaction cost analyses, and transaction modeling
- Member of the American Institute of CPAs and the South Carolina Association of CPAs
- M.S. degree in Accountancy, The University of North Carolina at Chapel Hill; B.S. degree in business administration, The University of North Carolina at Chapel Hill
- Licensed CPA in South Carolina
- Can be contacted at 864.351.0705 or [email protected]
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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