Rouda

This appeal is from orders of the superior court granting a petition for judicial supervision and assuming jurisdiction under Corporations Code, section 4607, over a corporation allegedly in the process of voluntary winding up and dissolution pursuant to Corporations Code, section 4600.

The Security Finance Company, the enterprise now alleged to be in the process of winding up, began in 1940 as a partnership engaged in the business of making personal loans and buying conditional sales contracts. The partners were Earl R. Rouda, and Herbert A. and George N. Crocker, who are brothers. Rouda had considerable experience in the personal loan business, and agreed to devote his talents and energies to the enterprise. The Crockers agreed to contribute $20,000 in capital and to secure necessary bank credit.

In 1946 the partners decided to incorporate. They agreed that Rouda was to hold 3,000 shares and the Crockers 1,500 shares each of the common stock of the corporation. The Crockers and other shareholders, whose names do not appear in the record, hold 11,500 shares of preferred stock. The right to vote is vested exclusively with the common stock in the absence of default in the payment…