About the Course
Introduction
This CPE webinar will provide an advanced analysis of Section 382 net operating loss (NOL) limitations and related provisions affecting corporations that have experienced or may experience ownership changes. Our panel of experienced corporate tax professionals will examine complex ownership change calculations, built-in gain and loss issues, and planning considerations that arise in mergers, acquisitions, restructurings, and other significant corporate transactions.
Description
While identifying an ownership change is often challenging, applying Section 382 in complex fact patterns presents even greater difficulties. Practitioners must navigate aggregation and segregation rules, public group ownership shifts, option attribution, successive ownership changes, and other technical provisions that can significantly affect the utilization of valuable tax attributes. Transactions involving private equity investors, distressed companies, recapitalizations, and multiple classes of stock often require detailed modeling and analysis to determine the extent of any applicable limitations.
The treatment of net unrealized built-in gains and losses (NUBIGs and NUBILs) adds another layer of complexity. Determining the impact of recognized built-in gains and losses on Section 382 limitations frequently involves valuation considerations, timing issues, and careful application of IRS guidance. Practitioners must also evaluate how Section 382 interacts with consolidated return regulations, separate return loss year (SRLY) limitations, and credit carryovers under Section 383.
Listen as our panel of corporate tax specialists explains how to address advanced Section 382 issues, preserve valuable tax attributes, and minimize risks when advising clients on complex ownership changes and corporate transactions.
Presented By
Mr. Babiak, MST, is a Managing Director – Tax and member of the firm’s Professional Services and Technology Groups. He brings more than 15 years of experience in public accounting to the firm. Mr. Babiak specializes in strategic tax planning, tax compliance, and state and local tax matters for entrepreneurial, venture capital and private equity-backed businesses ranging from start-ups to growing and established technology companies. He works closely with founders, advising them on tax strategies and complex equity and debt considerations. In addition, Mr. Babiak specializes in working with blockchain and digital assets, SaaS, e-commerce, and consumer product companies.
Ms. Oxford brings more than 15 years of public accounting experience to tax and advisory engagements. She serves clients across distribution, manufacturing, food & beverage, and logistics sectors, including closely held businesses and a publicly traded company. Ms. Oxford specializes in multi entity consolidations and leads ASC 740 tax provision projects, ensuring accurate, audit ready results. She helps clients navigate Section 382 and tax/basis/attribute limitations and regularly supports on M&A and restructuring tax matters. Ms. Oxford conducts firm trainings and collaborated on a presentation for early stage founders addressing emerging legislation such as the OBBBA.
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BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
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BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
Date + Time
- event
Tuesday, December 8, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Advanced NOL limitation issues: introduction
II. Shareholder aggregation rules
III. Valuation issues
IV. Built-in gains and losses
V. Consolidated return and SRLY considerations
VI. Bankruptcy exceptions
VII. Other issues
VIII. Applying Section 382 in practice
The panel will cover these and other critical issues:
- Applying complex ownership change and shareholder aggregation rules
- Segregating shareholders into multiple groups when required
- Determining and documenting NUBIGs, NUBILs, RBIGs, and RBILs
- Coordinating Section 382 with SRLY and consolidated return limitations
Learning Objectives
After completing this course, you will be able to:
- Analyze complex ownership change transactions under Section 382
- Determine a loss corporation's NUBIG or NUBIL
- Ascertain how SRLY rules impact loss utilization for corporate groups
- Identify planning opportunities and compliance risks affecting tax attributes
- Field of Study: Taxes
- Level of Knowledge: Intermediate
- Advance Preparation: None
- Teaching Method: Seminar/Lecture
- Delivery Method: Group-Internet (via computer)
- Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
- Prerequisite:
Three years+ business or public firm experience preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of corporate taxation, including taxation of businesses, accounting methods, net operating losses and loss limitations; familiarity with net operating loss carry-backs and carry-forwards.
BARBRI, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.
BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
BARBRI CE webinars-powered by Barbri-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .
