Numbers do the arguing.
An illustration, with invented numbers. A partner with $10 million of outside basis whose share of partnership liabilities falls from $20 million to $6 million in a recapitalization is treated under §752(b) as having received a $14 million distribution of money, and under §731(a)(1) recognizes gain to the extent that deemed distribution exceeds basis: $4 million. Nothing was sold; no cash moved. The tax treatment is the law's; the arithmetic is ours; the decision (whether to restructure the debt first) is the client's.
| Item | Amount |
|---|---|
| Outside basis before | $10,000,000 |
| Share of liabilities, before → after | $20,000,000 → $6,000,000 |
| Deemed distribution, §752(b) | $14,000,000 |
| Gain recognized, §731(a)(1) | $4,000,000 |




