In a complete liquidation (not a parent-subsidiary liquidation),a shareholder typically recognizes dividend income equal to his or her share (i.e.,stock ownership percentage)of the liquidating corporation's E & P.

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Capital gain or loss is the typical result to a shareholder in a complete liquidation,based on the difference between the fair market value of the assets received in the distribution and the basis of the stock surrendered.The liquidating corporation's E & P is irrelevant for purposes of determining the tax consequences to the shareholder.

In a Complete Liquidation (Not a Parent-Subsidiary Liquidation),a Shareholder Typically