The Dolan Company (NYSE:DM), a leading provider of professional services and business information to the legal, financial and real estate sectors in the United States, today announced that it has adopted a shareholder rights plan (the “Rights Agreement”) for the preservation of the company’s net operating losses (“NOLs”) in relation to the potential limitations under Section 382 of the Internal Revenue Code.
By adopting the Rights Agreement, the company said it is helping to preserve the value of certain deferred tax benefits, including those generated by NOLs. The company currently estimates its NOLs to be at least $120 million, due primarily to the NDeX divestiture transactions it has completed this year.
In general, companies may “carry forward” NOLs in certain circumstances to offset current and future taxable income, which reduces federal and state income tax liability, subject to certain requirements and restrictions. Section 382, however, limits the amount of NOLs that can be used in any one year following an “ownership change,” as defined in Section 382. In general, an “ownership change” occurs when the percentage of common stock owned by one or more of a company’s “five-percent shareholders” increases by more than 50 percentage points over the lowest percentage of shares of common stock owned by such stockholder at any time during the prior three years on a rolling basis.
The company said the rights granted under the Rights Agreement are intended to deter any person from acquiring 4.99% or more of the outstanding shares of The Dolan Company’s common stock, or any existing 4.99% or greater holder from acquiring any additional shares representing 0.5% or more of the then outstanding common stock, in each case, without the approval of the company’s board of directors. This is intended to preserve the company’s NOLs, which otherwise could be at risk through regular daily trading of a public stock. The Rights Agreement was effective on September 18.