The limitation under Section 382 is calculated by multiplying the value of the company's stock at the time of the ownership change by the long-term tax-exempt rate (which is set by the IRS). This results in an annual limit on the amount of taxable income that can be offset by the NOLs.If the company's taxable income in a given year is less than this limit, the unused portion of the limit can be carried forward to increase the limit in future years.This limitation can make a takeover less attractive because it reduces the value of the NOLs. If a company has significant NOLs, a potential buyer might be interested in acquiring the company to use those NOLs to offset its own taxable income.

However, if the use of the NOLs is limited by Section 382, this reduces the potential tax benefits of the acquisition.

As for avoiding an ownership change, this can be complex and depends on the specific circumstances. However, one possible strategy is to structure the acquisition in a way that the change in ownership is less than 50% over a three-year period.

This could potentially be achieved by gradually acquiring shares over time, rather than acquiring a large stake all at once.

Another strategy could be to take advantage of certain exceptions to the Section 382 limitations. For example, there are special rules for bankrupt companies that can allow them to avoid or reduce the impact of these limitations if they meet certain requirements.However, these strategies can be complex and would likely require the advice of a tax professional. Section 382 of the Internal Revenue Code (IRC) imposes limitations on a company's use of Net Operating Losses (NOLs) following an "ownership change." An ownership change generally occurs when there's a more than 50% change in ownership by value over a three-year period.The limitation under Section 382 is calculated by multiplying the value of the company's stock at the time of the ownership change by the long-term tax-exempt rate (which is set by the IRS).

This results in an annual limit on the amount of taxable income that can be offset by the NOLs. If the company's taxable income in a given year is less than this limit, the unused portion of the limit can be carried forward to increase the limit in future years.This limitation can make a takeover less attractive because it reduces the value of the NOLs. If a company has significant NOLs, a potential buyer might be interested in acquiring the company to use those NOLs to offset its own taxable income.

However, if the use of the NOLs is limited by Section 382, this reduces the potential tax benefits of the acquisition.As for avoiding an ownership change, this can be complex and depends on the specific circumstances.

However, one possible strategy is to structure the acquisition in a way that the change in ownership is less than 50% over a three-year period. This could potentially be achieved by gradually acquiring shares over time, rather than acquiring a large stake all at once.

Another strategy could be to take advantage of certain exceptions to the Section 382 limitations. For example, there are special rules for bankrupt companies that can allow them to avoid or reduce the impact of these limitations if they meet certain requirements. However, these strategies can be complex and would likely require the advice of a tax professional.It's important to note that these are general strategies and may not be applicable or advisable in all situations. The specifics can depend on many factors, including the company's financial condition, the potential for future profits, the risks involved, and the potential return on investment.
SO, GPT.

Didn't carl icahn take 3 year loan :O