Blessing

(after stating the facts as above). Three points are advanced against the regularity and legality of the adjudication;

(1) That (he bankruptcy proceedings were not authorized by the requisite, stockholders of the corporation.

(2) That the resolution of the board of directors does not meet the requirements of section 3, subd. 5, of the Bankruptcy Act.

(31 That S. A. Moss, being the owner of all the stock, and conducting (he business of the corporation as his own, caused the proceedings in bankruptcy to be instituted to hinder, delay, and defraud the petitioner, by having her attachment dissolved.

[ 1 ] The first point is predicated upon a statute of California which inhibits any sale, assignment, transfer, or conveyance of the business, franchise, and property, as a whole, of any corporation of the state, unless with the consent of the stockholders thereof holding of record at least two-thirds of the issued capital stock of the concern. Section 361a, Civil Code of California. We think a sufficient answer thereto is that (he law looks through mere form to the substance of things; and when it is disclosed, as it is by the petitioner’s petition, *752 that S. A. Moss is practically…