the plaintiff. Osterhout v. Prudential Ins. Co. (1914), 210 N. Y. 611.

An order requiring a plaintiff to be brought up to answer for her failure to obey certain orders of the court, and to be further dealt with according to law, is appealable only as to the power of the county judge to make such an order. Mahoney v. Sutphin (1914), 164 App. Div. 794, 150 N. Y. Supp. 206.

A corporation cannot appeal from an order adjudging its vicepresident in contempt of court for disposing of some of the corporate property after a judgment against the corporation had been rendered and a stay of execution granted. Peters v. A. Schrooerer & Sons (1917), 162 N. Y. Supp. 917.

An appeal does not lie from an ex parte order adjudging a defendant guilty of criminal contempt. The proper practice is to move to vacate such order and appeal upon the decision of such motion. Bishop (1918), 184 App. Div. 227.

from the order entered People ex rel. Bishop v.

CORPORATIONS.

Page

Corporations, Appraisal of stock.

741

Corporations, Dissolution, Proceedings for Voluntary.
Corporations, Election of Officers, Supervision of

741

746

747

752

755

Corporations, Name of, Change of.

Corporate Real Property, Sale of.
Corporations, Receivers of..

The special proceedings which relate to corporations are grouped under the general title "Corporations," but each proceeding is separately treated in alphebetical order as above, where the page will be found at which each proceeding begins.

CORPORATIONS, APPRAISAL OF PROPERTY ON APPLICATION OF NONCONSENTING

STOCKHOLDERS.

(Fiero, Spec. Pro., 3rd Ed., pp. 811-814.)

CORPORATIONS, DISSOLUTION OF (VOLUNTARY). (Fiero, Spec. Pro., 3rd Ed., pp. 815-892.)

Art. I. General corporation law.

II. Petition, schedule, and affidavit.

III. Presentation of petition and order thereon.

IV. Temporary receiver and injunction.

V. Referee, hearing and decision.

VI. Final order and its effect.

VII. Permanent receiver.

VIII. Miscellaneous provisions and matters of practice.

IX. Appeals.

ARTICLE I.

GENERAL CORPORATION LAW.

(Fiero, Spec. Pro., 3rd Ed., pp. 818-825.)

SUBD. 2. Proceedings for dissolution by directors and stockholders.

Subd. 2. Proceedings for Dissolution by Directors and Stockholders. (Fiero, Spec. Pro., 3rd Ed., pp. 821-824.)

Provisions in a certificate of incorporation that stockholders of record are not entitled to vote on the question whether the corporation shall be dissolved. Rept. of Atty.-Gen. (1912), 238.

Where, upon an application for voluntary dissolution, it appears that the corporation and its creditors have an apparent cause of action against officers and directors for maladministration of corporate affairs, the petition should be denied until such claims can be asserted in a representative action or otherwise, without prejudice to renew the application if, after a reasonable time, no such action is brought. Matter of Great Northern Trading Co. (1915), 168 App. Div. 536, 153 N. Y. Supp. 213.

Insolvency of corporation; failure of contestants to demand that corporation bring action against directors for mismanagement or for annulment of improvident lease; dissolution denied pending proper action by contestants. Matter of Quicksilver Mining Co. (1919), 186 App. Div. 347, 174 N. Y. Supp. 338.

ARTICLE II.

PETITION, SCHEDULE AND AFFIDAVIT.

(Fiero, Spec. Pro., 3rd Ed., pp. 825-827.)

The provisions of section 174 of the General Corporation Law regarding a petition for dissolution of a corporation should be construed to mean that the petition must show that the case is one of those specified in either section 170 or section 172 and not that the case comes within both sections. Consequently the owners of fifty per cent. of the stock have a right to present a petition to the court for dissolution under section 172, without regard to any action by a majority of the directors under section 170, and similarly a majority of the directors may file a petition for dissolution irrespective of any of the provisions of section 172. Matter of McLoughlin (1917), 176 App. Div. 653, 163 N. Y. Supp. 547. A petition for voluntary dissolution of a corporation is sufficient which sets forth that there is a deadlock between the stockholders, the petitioner owning fifty per cent. of the stock, and that a dissolution will be beneficial to the interests of the stockholders in that the other stockholder, together with a dummy stockholder under his control, who together owned fifty per cent. of the stock, removed the petitioner from office as treasurer, excluded him from the management of the business, refused to allow him to examine the corporation books, and appropriated the money of the corporation and wasted it in extravagant expendi

tures to the loss of the petitioner's investment. Matter of McLoughlin (1917), 176 App. Div. 653, 163 N. Y. Supp. 547.

ARTICLE III.

PRESENTATION OF PETITION AND ORDER THEREON.

(Fiero, Spec. Pro., 3rd Ed., pp. 827-830.)

There is a substantial compliance with the statutory provision regarding the publication of the order to show cause although the first publication was not twenty-one full days before the return day. In re Council of Home for Friendless Jewish Children (1912), 136 N. Y. Supp. 1060.

The court has implied authority to do whatever is necessary to render effective the contemplated purpose of the proceedings. Matter of Seneca Oil Co. (1912), 153 App. Div. 594, 138 N. Y. Supp. 78, affd., 208 N. Y. 545. An application to vacate a petition and order to show cause why a corporation should not be permitted to dissolve will be denied where the petitioner does not sustain the burden of proving his contention that the allegations of the petitioner are false. Matter of Hassan Paving Co. (1912), 152 App. Div. 610, 137 N. Y. Supp. 453.

(Fiero, Spec. Pro., 3rd Ed., pp. 837-838.)

The question as to whether the granting of an injunction in a voluntary dissolution proceeding restraining a foreclosure proceeding commenced by the opposing stockholder pending a reference was proper, is not academic, where said stockholder's rights to costs of the appeal is involved. Matter of French (1918), 181 App. Div. 719, 168 N. Y. Supp. 988.

An action to foreclose a lien upon property pledged or upon realty is not an action to recover "a sum of money," within the meaning of section 184 of the General Corporation Law, confer

ring authority on the court in dissolution proceedings to enjoin certain actions. Matter of French (1918), 181 App. Div. 719, 168 N. Y. Supp. 988.

A foreclosure action, instituted by an opposing stockholder, pending a reference in a dissolution proceeding, may be stayed in order to enable the receiver to sell the equity of the corporation. Matter of French (1918), 181 App. Div. 719, 168 N. Y. Supp.

988.

ARTICLE V.

REFEREE, HEARING AND DECISION.

(Fiero, Spec. Pro., 3rd Ed., pp. 838-839.)

When all parties in interest had notice of the dissolution proceeding and an opportunity to appear, a stipulation, fixing the referee's fees at an increased rate, consented to by all persons, is binding, although not agreed to by the attorney for the temporary receiver. Matter of French (1918), 181 App. Div. 719, 168 N. Y. Supp. 988.

ARTICLE VI.

FINAL ORDER AND ITS EFFECT.

(Fiero, Spec. Pro., 3rd Ed., pp. 839-846.)

By a final order of voluntary dissolution a corporation ceases to exist, and a pending foreclosure action, institued by an opposing stockholder, can proceed no further until it is revived against the permanent receiver. Matter of French (1918), 181 App. Div. 719, 168 N. Y. Supp. 988.

ARTICLE VII.

PERMANENT RECEIVER.

(Fiero, Spec. Pro., 3rd Ed., pp. 846-847.)

GEN. CORP. LAW, § 191. Permanent receiver.

Gen. Corp. Law, § 191. Permanent receiver.

Upon an application for a final order, if it appear to the court in a case specified in section one hundred and seventy of this chapter that the corporation is insolvent, or, in a case specified either in that section, or in sections one hundred and seventy-one and one hundred and seventy-two of this chapter, that for any reason a dissolution of the corporation will be beneficial to the