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in revenue ruling 72-57 a corporation engaged in a 10-1 reverse stock split the shareholders surrendered their existing shares and for every 10 shares surrendered they received one share in exchange the corporation paid cash in lieu of issuing fractional shares some minority shareholders owned less than 10 shares and only received cash the transaction was an e-reorganization or a re-capitalization a recapitalization has been defined as a reshuffling of the capital structure of an existing corporation the cash received was treated either as an exchange of shares i.e a sale if there was a meaningful reduction in the shareholders proportionate interest as determined under section 302 or as a section 301 distribution which is typically a dividend