To amend the Internal Revenue Code of 1986 to properly characterize certain redemptions of stock held by corporations.

Amends the Internal Revenue Code to characterize as a redemption in part or full payment in exchange for stock a distribution in redemption of corporate-held stock if: (1) the redemption is part of a partial liquidation or not pro rata as to all shareholders; and (2) the corporation holding the stock would otherwise be entitled to a dividends received deduction.