The biggest oops here is that Snopes/Bardav is an S Corp and neither Barbara's nor Proper Media's lawyers structured the deal well (or they're just totally unfa

The biggest oops here is that Snopes/Bardav is an S Corp and neither Barbara's nor Proper Media's lawyers structured the deal well (or they're just totally unfamiliar with S Corps and/or tax law in general). S Corps are treated as partnerships for tax purposes. Proper Media, an LLC, wanted to buy out Barbara's stake. LLCs are not permitted to be shareholders in an S Corp so instead of selling her stake to Proper Media, Barbara split it up among the members (i.e. the owners) of Proper Media. If a competent lawyer had done this deal, they would have created a trust to re-consolidate Barbara's stake with the owners of Proper Media as beneficiaries and Schoentrup alone or Schoentrup and Richmond as the trustees. I know this because I am not a lawyer, I'm not even American, and it took me only a few minutes to figure out that: (a) trusts may own shares in an S Corp so long as the beneficiaries meet the requirements to be an S Corp shareholder (b) trusts are permitted to own shares in an S Corp for the purpose of consolidating a stake in the corporation (i.e. voting rights) I'm not really sure that anyone can own shares in an S Corp for the benefit of an LLC since that would create a trust whose beneficiary does not meet the requirements to be a shareholder in an S Corp. So Proper Media really has no standing to sue Bardav nor Mikkelson. This should be a minority shareholders vs majority shareholders lawsuit and rather easily resolved that way.