Business
LivePerson Adopts Tax Benefits Preservation Plan To Protect Valuable Tax Assets
Preserving long-term stockholder value by adopting a rights plan intended to protect tax assets effective immediately, to be submitted for stockholder
About this update from Liveperson, Inc.
[{"type":"text","content":"Preserving long-term stockholder value by adopting a rights plan intended to protect tax assets effective immediately, to be submitted for stockholder ratification at 2024 annual meeting\nNEW YORK, Jan. 22, 2024 /PRNewswire/ -- LivePerson, Inc. (\"LivePerson\" or the \"Company\") (NASDAQ: LPSN), the global leader in enterprise conversations, today announced that its Board of Directors (the \"Board\") has unanimously adopted a tax benefits preservation plan (the \"NOL Plan\") designed to help preserve the full availability of the Company's net operating loss carryforwards (\"NOLs\").\n\n \n \n \n \n \n \n\n \nAs of December 31, 2023, the Company estimates that its cumulative NOLs exceed $400 million. These NOLs, most of which are not subject to any expiration date, represent a valuable asset of the Company and are available to reduce the Company's future federal income tax expense.\nThe Company's NOL Plan is similar to NOL Plans adopted by other companies with significant NOL tax assets. The purpose of the NOL Plan is to reduce the risk of substantial impairment to the Company's NOL assets that could result from inadvertent triggering of an \"ownership change\" within the meaning of Section 382 of the Internal Revenue Code. In general, an \"ownership change\" would occur if the Company's \"5% stockholders\" (within the meaning of Section 382 of the Internal Revenue Code) increase their aggregate ownership in LivePerson over a rolling three-year period by more than 50 percentage points over their lowest aggregate ownership percentage. \nThe Board has adopted the NOL Plan after determination that, as a result of a recently announced accumulation of more than 10% of the Company's common stock by a new stockholder, taken together with other changes in ownership of LivePerson common stock over the last three years, the Company is significantly closer to triggering an \"ownership change\" within the meaning of Section 382, which would substantially impair its ability to utilize its NOLs.\nLivePerson intends to submit the NOL Plan for stockholder ratification at its 2024 Annual Meeting of Stockholders. The NOL Plan is not designed to prevent any action that the Board determines is in the best interest of all LivePerson stockholders.\nThe NOL Plan aims to preserve the Company's NOL assets by creating a disincentive for any stockholder to...