Conflict of interest advice in sale of shareholder stock

[Strongsilence-CPA]

Majority shareholder wishes to sell to other two. I had a brief discussion with all 3 last month about the tax ramifications.  Lately, the majority shareholder has called me for advice. He claims that relationships are cordial. I have not separately talked with the other two. (I prepared all 3 individual 2022 tax returns and the S Corporation 2022 and prior.)

But, he (the majority HS) said to me yesterday that the business attorney told him that "the CPA" added a provision in the shareholder agreement two years ago about how to value the stock were a sale to occur. I have not talked with the attorney. There is a possibility what he relayed to me was not accurate. Nevertheless, I feel something could be amiss; perhaps the attorney is deflecting or shifting responsibility to me. This news gives me pause. 

Also, I was told (by the majority SH) that the other two shareholders have considered terminating the company.

I don't have a formal service I am offering, and no engagement letter has been sent.  I don't plan to get involved or have another discussion again. I will say something such as "the valuation and agreements are up to you", "I will not advise any of you" and once you decide on the stock sale price, I will become involved with your tax planning.  This seems less than satisfying.

[IRonMaN]

"This seems less than satisfying."

Well, you can't make everyone happy all of the time.  Unless your background involves valuing businesses, what more can you provide?  

[BobKamman]

I would have stopped to ask him, "Who is the other CPA?  Why are you asking me if someone else was involved?"

[Strongsilence-CPA]

That is useful. Thank you.  My main goal is to avoid a litigious conflict and Aon insurance has useful resources.  But my mind assumes the worst so I think I'll be subject to something bad, which could be a possibility if this attorney is making stuff up about me. The shareholders have been good friends to this point, but I see signs of a disagreement. Which isn't bad.  It isn't a clash and I think they'll come together.

[Strongsilence-CPA]

Good idea. I don't know where knowing what the attorney actually said is useful.  It is hearsay and I need to consider it carefully. The negotiation seems to be cordial but I don't have all Points of View but behind closed doors the shareholders might be angry or frustrated.

[PATAX]

Be careful, choose your words carefully, and document what you said and what the others said. The old saying is: Hope for the best, but don't be caught unprepared if it is the worst, just in case. But hopefully everything will turn out okay. Good luck.