If I understand your question correctly:

1. at present you own 50% of the IP in some software and a Company owned 100% by someone else owns the other 50%.
2. in the near future, you will sell your 50% ownership in the software to the company for an X% share of the company (where X% < 50%) .
3. you are concerned that the majority shareholder will form a new company and buy the business of the existing company (including the software IP asset) for a nominal, non-commercial amount, thus ripping you off.

If this is the situation:

1. what were you thinking? Never, never, never go into a partnership with someone you don't trust. Of course, if you do trust them then there is no problem, is there.
2. They can't do this. The directors of a company are required to act in the interests of all the shareholders. A scam like this is clearly not in your interest (and may even be fraud) and you could sue the directors personally.

If I understand your question correctly:

1. at present you own 50% of the IP in some software and a Company owned 100% by someone else owns the other 50%.
2. in the near future, you will sell your 50% ownership in the software to the company for an X% share of the company (where X% < 50%) .
3. you are concerned that the majority shareholder will form a new company and buy the business of the existing company (including the software IP asset) for a nominal, non-commercial amount, thus ripping you off.

If this is the situation:

1. what were you thinking? Never, never, never go into a partnership with someone you don't trust. Of course, if you do trust them then there is no problem, is there.
2. They can't do this. The directors of a company are required to act in the interests of the shareholders as a whole. A scam like this is clearly not in the interest of the shareholders as a whole (and may even be fraud) and you could sue the directors personally.