Now, I must state as matter of FACT that I am not a corporate tax atty, student of such, or in any way versed in such matters. That said, I do have the ability to read, research and somewhat comprehend that with which I dig up (pun most certainly intended).
After said research, I have concluded that there exists, just as I suspected, exceptions, exemptions, and "loopholes" if you will to the IR(C) Section 382 Limitation.
Not knowing or even understanding such comlicated and mind boggling CODES, I did however come across a legal brief, upheld by the courts and the IRS that included " if a loss corporation does not have a net unrealized built-in loss as of the ownership change, recognized built-in losses will not be subject to the section 382 limitation". Applicable in this situation? I certainly do not know as there are many more examples, and do not present this one as a FACT with respect to the companies statement that future revenue generated will be offset by the accumlated losses of RPTN, or "mabwe" if you will. I will take their statement at face value.
That said, there exists much more to IRC Section 382 than its overview that has been posted here and other places representing and inferring absolute FACT in this particular transaction.
I would prefer that any and all matters pertaining to corporate tax law be left to corporate tax atty's and decisions made by the courts and the IRS, unless of course you happen to be a corporate tax atty working for a private firm or employed by the IRS. Otherwise, statements of purported FACTS end up being nothing more than pure SPECULATION.
LFAH
