Advice on splitting private family C-corp

[Mariah Jeffery]

I've gotten a lot of great advice on my rental properties over the years and I have to thank the BP Community for that. Today I'm looking for advice on a different topic, but it's related to RE, corporations, and tax-minimization, so I'm hoping some of the gurus are here can help.

My husband is a minority shareholder in a family-owned C-corp. The corp. consists of approx. 600 acres of land, part of which is leased to a cattle rancher, another part of which is logged every 8-10 years. There is a house on the land. The corp. is not especially profitable; it generally brings in enough cash to pay the property taxes, insurance, maintain the house, and buy equipment (snow blowers, etc.) Occasionally the owners take a small distribution.

His mom and uncle each (along with their kids) own about 45% and 55%, respectively. They are not seeing eye-to-eye and want to split the corp., but the uncle (majority shareholder) will not agree to do the split unless my husband is a majority shareholder in the new, smaller corp. The reason is that MIL has a younger boyfriend, recently turned fiance, who no one (including MIL) wants to get the land that has been in the family for 150+ years.

We are exploring options to transfer enough shares into my husband's name so that he will become a majority shareholder ASAP. MIL is fine with this and wants my husband to be a majority shareholder so that she can be done dealing with her brother, and all she asks is for free rent (her brother charges her rent, which is paid to the corporation). She is willing and eager to do whatever is necessary to get the shares to my husband and expects no cash. However, our preliminary plan will involve buying some of the shares.

So far our plan is the following:
- Come up with a value for the shares that can be documented by something like "the average price per acre for land in County X time the # of acres, plus avg. cost per sq. ft. of the home, plus value of machinery. The value will purposely be biased low (but not ridiculously low to flag an audit), which MIL will be fully aware of, and we will all agree to it.
- MIL gifts shares to my husband, myself, and our daughter up to the max value of $13K each, this year and 2013. This will get our combined shares up to ~40%. The shares, for gift tax purposes, will be discounted 30% to reflect the fact that they are minority shares and not marketable.
- We enter into a contract with MIL to buy the additional shares needed at the discounted value on a 25 year note.
- We then split the big corporation into two smaller c-corps in January of 2013, after the gift shares have been transferred.

Does anyone see any holes in my plan?

Obviously we are involving an attorney and a CPA, but the first meeting we could get is over 2 weeks away and I wanted to see if anyone had any ideas in the mean time that I could use to do some research before the meeting or perhaps books I can read to educate myself on the topic. TIA!