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Black Corporation Has a Net Worth of $500,000 and an NOL

Question 137

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Black Corporation has a net worth of $500,000 and an NOL of $200,000.The majority shareholder (owns 90%)would like to sell all of her stock as she thinks the corporation is not a good investment.The minority shareholder believes that he can turn the company around in five years and is willing to buy a majority interest.It is important to the minority shareholder that the ability to use the NOL is not limited in anyway.Suggest a method for the minority shareholder to acquire the majority's stock and avoid any § 382 limitation.

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