Legal Question in Business Law in California

This is really impossible to answer without having an insider's knowledge of what has gone on in the corporation and why the majority owner wants to do a deal on such rather spooky terms and conditions. I think I'd be inclined to say no, not without full explanation, but just maybe there is a good reason why dumping retroactively might be a good idea. Knowing nothing about the S-corp's. books, profits, losses, owner personalities, prospects, etc. I'd have to take a pass at giving you a do-it or don't-do-it type of response. If the company has large dollar amounts at stake (investment, revenues, future prospects) it might be worth retaining an attorney, accountant, and/or business consultant. I'd be happy to take a look at any books, records, other documents you could furnish for free, and perhaps represent you if it turns out that we agree it would be worth while. For perhaps 75% of s-corp situations, getting any reasonable amount of cash would be a real opportunity! However, this might just be one of the minority where giving up your 22% this easily would be a mistake.

It is most likely the buyer wants to keep the years earnings (or loss) for his reporting. I would not deal with back dated documents. In an S Corp earnings and all items of gain, loss, deduction and credit are allocated on a daily basis.

Find out why (and talk to the company's accountant).