Grant v. Monterey Gold Mining Co.

Citations

• 93 Wash. 1
• 159 P. 895
• 1916 Wash. LEXIS 823

Syllabus

<p>COKPOBATIONS — DISSOLUTION ON INSOLVENCY — DISPOSITION OF ASSETS. Rem. 1915 Code, § 3715a, providing that a corporation whose name had been stricken for nonpayment of its license fees may hold a meeting of its stockholders and pass such resolutions as may be necessary to close out its affairs and wind up its business, modifies the former act, Rem. 1915 Code, § 3715d, providing that such a corporation is dissolved and the directors shall hold the property for the benefit of stockholders and creditors; and the stockholders may meet and dispose of all assets by a sale to another company assuming the indebtedness, in consideration of an exchange of its shares, and are not limited to the statutory procedure for a dissolution.</p> <p>Same — Dissolution on Insolvency — Sale oe Assets — Exchange of Stock — Minobity Stockholdebs — Assent. Minority stockholders of an insolvent corporation who assented or agreed to the acceptance of an exchange of stock in another corporation purchasing all the assets and assuming all the debts, cannot, two years later, be heard to object that the insolvent corporation had no power to wind up its affairs by such sale.</p>