Peter B. Siegal (J.D. 2012, Northwestern), Note, Using Appraisal to Protect Net Operating Loss Carryforwards, 106 Nw. U. L. Rev. 927 (2012):

The IRS’s net operating loss rules
enable corporations to use one year’s losses to offset their tax
liability in future years. However, a corporation’s ability to do so
depends on its maintaining the same ownership: if enough of a
corporation’s stock changes hands, it loses the ability to take
advantage of all of its prior losses. In response to the threat of
ownership changes, corporations have enacted particularly strict “poison
pills,” which are designed to prevent stock from changing hands.
However, a side effect of these poison pills is that they ameliorate the
threat of hostile takeovers, thereby reducing managers’ incentives to
maximize corporate welfare. In this Comment, I suggest using the
appraisal mechanism to alleviate the need for poison pills and
ownership-change restrictions by enabling corporations to pursue damages
against shareholders who trigger the devaluing of their net operating
losses. The proposed appraisal regime properly balances the interests of
tax law and corporate law by ensuring that net operating losses will
not be freely transferred but will also not serve as an excuse for
allowing managerial incentives to deviate from the proper goal of
shareholder wealth maximization