The character of the distribution for Shareholder B if both shareholders elect to receive cash is a return of capital to the shareholders (capital dividend).
A capital dividend is a payment that is drawn from a company's paid-in-capital or shareholders' equity instead of from earnings.
When capital is returned to shareholders, their investment bases in the stock reduce, thereby, increasing their capital gains and the subsequent taxes.
Thus, the character of the distribution for Shareholder B if both shareholders elect to receive cash is a return of capital to the shareholders (capital dividend).
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