Hagan

In September 1957 four of the five directors of Benedict Heights, Inc., a California corporation, filed in respondent superior court a complaint for involuntary dissolution and winding up of the corporation. The corporation did not answer and its default was entered in December 1957. Petitioners learned of these proceedings in March 1959 and obtained permission of the court to intervene. They filed a complaint in intervention, naming as defendants in intervention the four plaintiff directors and their attorney, Joseph Fairfield, who is allegedly in control of the corporation, its books and assets. The complaint in intervention included allegations that petitioners are shareholders in Benedict Heights, Inc., that defendants in intervention refuse to recog *501 nize them as such, that Fairfield has made unauthorized expenditures of corporate funds and threatens to continue to do so, and that Fairfield and perhaps two of the plaintiff directors, Rosner and Benjamin, are indebted to the corporation for wrongful diversion of its assets and for dereliction of duty. The relief sought included: (1) an order compelling defendants in intervention to register petitioners’ shares on the…

The majority direct issuance of the peremptory writ of prohibition “to restrain respondent court from enforcing its order requiring petitioners to post security” under the provisions of section 834 of the Corporations Code, which deals with stockholders’ derivative actions, and to further restrain that court from entering judgment in an involuntary dissolution proceeding until petitioners have been accorded an opportunity to establish their status as shareholders in the subject corporation and to exercise certain claimed rights as intervenors. In my view petitioners have not shown that respondent court exceeded or is about to exceed its jurisdiction; neither have they shown that if the trial court erred in the exercise of jurisdiction, they do not have an adequate remedy by appeal. Accordingly, the order to show cause heretofore issued should be discharged and the writ should be denied.

In the petition for prohibition petitioners allege that in September, 1957, an action for involuntary dissolution of Benedict Heights, Inc., a California corporation, was filed in respondent superior court by Fairfield, Rosner and Benjamin (the real parties in interest in this prohibition…