# Analyze Section 382 Analysis > A Section 382 ownership change analysis requires systematic identification of testing dates, proper segregation of public groups, look-through analysis for entity shareholders, and option-rule treatment of contingent shares — not just a top-level ownership arithmetic check. - Skill: `finchipaiorg/analyze-section-382-analysis` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/analyze-section-382-analysis` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/analyze-section-382-analysis/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/analyze-section-382-analysis --- # Skill: Section 382 Ownership Change Analysis ## 1. Subject-matter triage - Treat the materials as a date-driven ownership tracing exercise, not a single closing-date computation. - Build the analysis around every potential testing date in the source set, including issuances, transfers, conversions, option events, earnout settlements, and any other equity movement that can alter significant-holder ownership. - If the source materials only support one relevant testing date, state that explicitly and explain why no other date is in scope. - Begin by assembling a complete shareholder map, then classify holders, then test change events, then compute any limitation and follow-on consequences. ## 2. Failure modes the skill is correcting - Computing the ownership shift only at the transaction closing date rather than at every testing date within the relevant lookback period. - Treating the below-threshold shareholder base as one undifferentiated public group without segregating new below-threshold investors from the preexisting public group. - Skipping look-through analysis for entity or fund shareholders that may conceal individuals who must be tracked separately. - Failing to reclassify a holder that crosses into significant-holder status during the lookback period. - Ignoring contingent shares, warrants, earnouts, or similar instruments that may be deemed outstanding and exercised. - Collapsing multiple stock movements into a single arithmetic pass instead of testing each event and each holder separately. - Stating that an ownership change occurred, or did not occur, without tying the conclusion to the governing Section 382 rule and the specific factual inputs in the record. - Omitting the annual limitation computation and any built-in gain adjustment where the facts require it. - Producing a memorandum that summarizes the result but does not leave a workbook trail that can be audited by testing date and holder. ## 3. Legal frameworks / domain conventions that apply - **Section 382 ownership change rule:** An ownership change occurs when the cumulative increase in ownership by one or more five-percent shareholders exceeds the statutory threshold over the testing period. The analysis must be tied to the Internal Revenue Code and Treasury regulations governing ownership changes. - **Five-percent shareholder tracking:** Holders at or above the relevant threshold are tracked individually; holders below the threshold are aggregated in the public group until segregation or reclassification is required. - **Public group segregation:** New below-threshold investors are not folded into the preexisting public group as if nothing changed; separate public groups may need to be created and tracked from the date of the relevant issuance or transfer. - **Look-through principles for entity holders:** Where the facts and governing rules require it, entity or fund ownership must be traced through to underlying owners rather than left at the entity level. - **Reclassification of accumulating holders:** A holder that crosses the threshold during the lookback period must be treated as significant from the crossing date forward. - **Option and deemed-exercise rules:** Outstanding options, warrants, earnouts, and similar contingent equity must be tested for deemed exercise at each relevant testing date under the governing Section 382 rules. - **Annual limitation and built-in gain concepts:** If an ownership change occurs, the limitation is based on pre-change equity value and the applicable long-term tax-exempt rate under the Code and regulations, with any built-in gain adjustments analyzed separately if the facts support them. - **Controlling authority to anchor conclusions:** Cite the applicable Code provisions and Treasury regulations for each legal proposition relied upon, rather than stating conclusions in free form. ## 4. Analytical scaffolds - First enumerate all relevant dates, transactions, and equity instruments before analyzing them. - For each enumerated testing date, identify: - the holders in scope, - the holder classification at that date, - any change in status since the prior date, - whether a new public group must be created, - whether any entity holder requires look-through treatment, - whether any contingent instrument is deemed exercised. - Run the ownership-change test separately for each testing date rather than by using a single blended percentage. - If a holder crosses the threshold during the lookback period, record the crossing date and carry that reclassification forward in later periods. - Where an issuance creates new below-threshold holders, preserve the preexisting public group and track the new group separately from inception. - When an entity shareholder is in scope, trace to the ultimate owners only to the extent required by the governing rules and the source materials support the tracing. - If an ownership change is found, compute the annual limitation from the immediately pre-change equity value and the applicable long-term tax-exempt rate, then assess whether any built-in gain adjustment applies. - Tie each conclusion to the specific regulation or statutory provision supporting it. - Document the work in a workbook that can be audited by date, holder, and assumption. ## 5. Vertical / structural / temporal relationships - Treat SPAC-style or sponsor/public/PIPE structures as layered ownership systems: public holders, sponsor/founder holders, and new investors may each affect the test differently on the same date. - Treat multi-round financings as a sequence of distinct events, not as one combined transaction, unless the source documents compel consolidation. - Respect temporal ordering: a later reclassification cannot be used to rewrite an earlier testing date. - When multiple equity instruments interact on the same date, test both the direct transaction effect and any deemed-exercise effect before stating the result. ## 6. Output structure conventions - Prepare both deliverables named in the task instructions: a tax memorandum and a supporting workbook. - Draft the memorandum as a date-by-date Section 382 analysis with: - issue framing, - governing authority, - holder classification and testing-date computations, - ownership change conclusion for each date, - limitation computation if triggered, - practical tax consequences and implementation points. - Include a short recommended-actions section at the end of the memorandum that states the next steps, the responsible business or tax role, and the timing anchor tied to the transaction or filing milestone. - Build the workbook as an audit trail, with a shareholder register, a separate computation tab for each testing date, a limitation tab if needed, and a summary tab linking the steps together. - Ensure the memorandum and workbook are internally consistent on dates, holder labels, and conclusions. - Before finishing, confirm that both required files exist, are non-empty, and contain operative analysis rather than placeholders or summaries.