Simon

*1004 Opinion

Lawrence W. Simon appeals a judgment after an order denying him standing to bring an action for involuntary dissolution of a corporation. (Corp. Code, § 1800, subd. (a).)

I

Lawrence W. Simon and Denny R. Steelman jointly incorporated Action Electric, Inc., (Action) on June 4, 1979. Each man owned 50 percent of the corporate stock, and each served as an officer and director of the corporation.

In April 1986, Simon was named as a defendant in a paternity case. Not wanting his assets to be available and subject to levy, Simon contacted Action’s corporate attorney regarding transferring his corporate shares to Steelman.

The attorney testified Simon “indicated ... he did not want to appear on the records of the corporation as a shareholder and that he wanted to transfer his shares to . . . Steelman.” He explained he believed Simon wished to immediately divest himself of any stock ownership. Simon asked the lawyer to backdate the documents a couple of months. He obliged but only by one day. Later, Simon told Steelman he “would rather [Steelman] have the business than that miserable bitch get a dime.”

The attorney prepared transfer papers, including a new stock…

There are two ways to look at most disputes. Honest judges will usually admit that, human nature being what it is, it is not possible to expect a court to ignore either of them. They are: (1) strict adherence to applicable law and (2) achievement of a just result, notwithstanding precedent. The majority’s solution satisfies neither.

Property, real and personal, can be transferred in a variety of recognized ways. This case will be the first, to my knowledge, where perjury is the vehicle. A possibly salutary addition to our law, to be sure, but I think it should be conceived, if at all, after careful consideration by the Legislature. The next paragraph will illustrate why.

The majority ratifies a windfall to Action Electric, Inc., and Simon’s erstwhile partner, Denny R. Steelman. There is no reason to fret over the hardship that may cause perjurer Simon, of course. But wait a minute. Assuming he lost the paternity action, his out-of-wedlock offspring may be the real loser. The majority has eliminated the possibility that any income from Simon’s stock could be used to provide a source for support or a writ of execution, if necessary. Steelman, greedy to receive these pennies from…

Lawrence W. Simon appeals a judgment after an order denying him standing to bring an action for involuntary dissolution of a corporation. (Corp. Code, § 1800, subd. (a).)

Lawrence W. Simon and Denny R. Steelman jointly incorporated Action Electric, Inc., (Action) on June 4, 1979. Each man owned 50 percent of the corporate stock, and each served as an officer and director of the corporation.

In April 1986, Simon was named as a defendant in a paternity case. Not wanting his assets to be available and subject to levy, Simon contacted Action's corporate attorney regarding transferring his corporate shares to Steelman.

The attorney testified Simon "indicated ... he did not want to appear on the records of the corporation as a shareholder and that he wanted to transfer his shares to ... Steelman." He explained he believed Simon wished to immediately divest himself of any stock ownership. Simon asked the lawyer to backdate the documents a couple of months. He obliged but only by one day. Later, Simon told Steelman he "would rather [Steelman] have the business than that miserable bitch get a dime." [1]

The attorney prepared transfer papers, including a new…