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FMG Dividend, page-124

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    A capital return would only be considered a reorganization if it were altering the capital structure of the company in a substantial or permanent way.

    say for example a winding up situation.

    if the capital structure of the company is not really changing, and the buyback is just funded by earnings it’s not a reorganization, this buy back doesn’t change the capital structure of the company, therefore it is definately not a reorganization.
 
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