Minimizing a Debtor's Tax Exposure: The Mechanics of Preserving NOLs in Chapter 11
Andrew G. Mirisis, Former Law Clerk to the Honorable Kevin Gross, Chief Judge United States Bankruptcy Court for the District of Delaware and Georgetown University Law Center, Tax LL.M., with distinction, 2011

Net Operating Losses ("NOLS") can be a valuable asset for a company that finds itself operating within the United States Bankruptcy Code. NOLs from prior loss years can be used to offset future income if the company successfully emerges from bankruptcy, with minimal structural change to the financial foundation of the bankrupt corporation, and thus, preserving NOLs should be a priority for restructuring advisors and professionals. The Internal Revenue Code ("IRC") delineates very specific requirements and procedures for preserving NOLs within, and outside of, chapter 11, and includes, in Section 382 of the IRC, very specific limitations on the use of NOLs that arise prior to certain changes in a debtor company's ownership. Understanding those procedures and their limitations, as well as the bankruptcy specific safe harbors contained in IRC Sections 382(l)(5) and (6), will allow debtors' professionals and advisors to structure Bankruptcy Code Section 363 sales and plans of reorganization that allow the debtor to fully utilize all its NOLs irrespective of a change in ownership typical in bankruptcy restructurings.

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Legislative Update
Judith Greenstone Miller, Jaffe Raitt Heuer & Weiss PC, Southfield, Michigan; My Chi To, Debevoise & Plimpton LLP, New York, New York

Please see the ABA Business Committee web page, "Legislative News," for the most recent Legislative Update and other postings of recently proposed and enacted legislation prepared by the Legislation Subcommittee on the ABA Business Bankruptcy Committee.

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On October 26, 2012, the ABA Business Law Section Business Bankruptcy Committee was delighted to award the annual Kathryn R. Heidt Memorial Award to attorney Lisa P. Sumner.

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In the past several months, the Business Bankruptcy Committee has presented multiple webinars. In January 2013, the Committee presented a webinar entitled, "More Fallout From Stern v. Marshall: Ninth Circuit v. Sixth Circuit-the holding of Bellingham Insurance (9th Cir.) allows waiver of Article III adjudication conflicting with Waldman v. Stone (6th Cir.)".

A webinar entitled "I Consent [To the Bankruptcy Court Hearing] - Not So Fast!!!" was produced in November 2012. Additionally, in September 2012 the Committee presented a webinar entitled, "Are the Boundaries of Section 546(e) Really Safe."

Above is a link to the full webinars and to the slide show presentations.

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At the Fall Meeting of the ABA Section of Business Law Business Bankruptcy Committee in San Diego, members of the Committee presented a number of informative and interesting programs. Above is a link to all of the materials provided at these programs. (Access to some of the articles requires your ABA password.)

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The Business Bankruptcy Committee invites you to submit articles for possible publication in future issues. The articles do not need to be long or in-depth, and it is a great way to get involved in the Business Bankruptcy Committee. Articles can survey the law nationally or locally, discuss particular business bankruptcy issues, or examine a specific case. If you are interested in submitting an article, please contact Newsletter Editor-in-Chief Marvin Ruth at mruth@lrlaw.com or Editor Natalie Daghbandan at natalie.daghbandan@bryancave.com.

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