[immibis]

He also states the corporate entity was quite valuable for complicated accounting reasons. I take that to mean he was not paid for the quite valuable thing since it wasn't transferred. After the money and assets were transferred, I take it that he eventually realized that a corporate entity has no actual value by itself, the buyout price can be anything and could have included the value of the corporate entity if he wanted, even if it wasn't transferred, and that statement was just a trick to pay him less money.

[dmurray]

I took it to mean that the corporate entity had some favourable tax treatment (perhaps from losses in previous years, which could offset against future profits). Which indeed means the corporate entity has no value by itself, but it has some value if you can turn it back into a functioning business.

G/O either had their own tax shelters that meant they wouldn't benefit additionally from the favourable tax treatment, and/or didn't want to take the risk of assuming unknown liabilities (which Zach Seward could have known didn't exist, but would have required more DD from G/O to rule out).