California, United States of America
The following excerpt is from Fenolio v. McDonald, 171 Cal.App.2d 508, 340 P.2d 657 (Cal. App. 1959):
Certainly defendants do not occupy the position of those who belong to a class for whose protection the statute here in question was enacted. They were not stockholders nor creditors of the corporation at the time the interim agreement was made, nor could the financial structure of the corporation have been misrepresented to them as a result of the agreement, since the purchase price had been determined prior to the execution of the agreement. Defendants were dealing with a 'one man corporation.' 'It has been repeatedly held that in such a case, the sole owner may do what he will with the assets and credit of the corporation and no one but creditors may complain.' Scales v. Holje, 41 Cal.App. 733, 737, 183 P. 308, 309.
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