The herald., 1898-10-26
SOMETHING ON CIGARS
A TEST CASE BROUGHT ON COR
PoRATE POWER
YESTERDAY IN THE COURTS
A Souvenir of Leonis-The Buchanan
Divorce Case-Minor Mention OF
Legal Matters

A complaint to determine the right to ex
ercise corporate power for the dissolution
n corporation. for the appointment OF IA re
ceiyer or trustees and for injunction wa:
filed Yesterday in the name OF the people o
California against the Rosenstein-C John
Cigar company and eight individual defend
ants. 1t is alleged that on Dec. IS, 1894, ar
tces of incorporation OF the M. l.. Polask
company, limited, were filed with the coun
ty clerk OF this county, the purpose OF such
incorporation being to manufacture, import
purchase and sell cigars tobacco ana All
other smokers supplies at wholesale and
retail, to conduct saloon or saloons and a
grillroom and to carry on all such business
This instrument was signed by NJ. l.. Polas-
XII, who subscribed 2l4 shares, amounting to
$1,000; Fritz Rosenstein, 3l4 shares, Sl5,-
700; L. Cohn, 100 shares, $4,000: NJ. A. Ham
burger, share, $50, and l.. Polaski, l share,
$50, the capital stock being altogether S3l,-
500 and divided into $50 shares of the par
value of $50 each. The five subscribers were
named as directors.
1t is alleged that in the making and filing
Of the articles Of incorporation Hamburger
and Polaski, though appearing as the holders
of one share each. had never had any in
terest in the capital stock or been con-
nected otherwise with the proposed corpora
tion, never having paid anything for their
apparent one share each. 1t is further set
forth that no other steps were taken in the
organization of the corporation, no bylaws
were adopted, no officers elected no record
Kept of the acts done by the corporation,
40 stock and transfer book kept and no
meetings of the directors held.
On May 20, 1897, it appears NJ. L. Polaski
retired from membership and the entire
property passed into the hands of Fritz
Rosenstein, A. Jacoby, H. Flatau, f. Cohn
and E. Adelsdorfer by whom petition Tor
change of name was filed and granted by the
court, the designation after June 20, 1897,
being the Rosenstein -Cohn Cigar company.
Various stock changes are referred to by
which J. Greenwald and A. B. Greenwald
acquired certain interests, and in the month
OF June of this year the defendants, other
than Elias Cohn, filed petition for another
change OF name, praying that the corporate
cognomen be changed to that of the A. b.
Greenwald company. 1t is alleged that dur
ing that month the defendants, other than
Cohn, without right, assumed to act as a
corporation and exercise corporate powers.
especially to levy assessments upon the capi-
tai stock OF the pretended corporation to
the extent of $50 per share. and afterwards
on June Goth, revoked such assessment and
levied another of Sl660 share, and again
on Aug. 23d proceeded to levy another as
ssessment of Sll.25 per share, all such acts
pe4hg performed Whlle the appllcatlon tor
change Of name was pending termination
in the court, and during such time. by ad-
vertlsement and otherwise, assumed tho
corporate name of the A. B. Creenwald
company, finally agreeing as such corpora
ton to pay Greenwald Sl0.694 5S for the
property Of the corporation. Cohn all this
time having no part in the transaction.
These alleged Irregularities are made the
basis of suit
Plaintiff asl.s ;,,dc,,,o,+ .L,4 Al. D..
stein-C Cohn Cigar company be dissolved: that
receiver be appointed and that defend
ants be enjoned from acting under the old
corporate name. Graves, O'Melvenv &
Shankland are associated with Attorney
General Fitzgerald as counsel in the case.