The Houston daily post. [volume] (Houston, Tex.) 1886-1903, 1900-07-22
Attorney General Smith Gives Written
Opinion in the Matter.
Supreme Court Would Probably Have Granted a
Mandamus to Compel the Secretary of State
the File the Charter, He Says.

! LCrs-P Pierce Oil company. These facts mad
never been shown by the Giles IN your Of
hoe, because. as ] nave stated when the
company hled LIS spplica lion Tor the orig
! NAL permit this evidence was not among
the papers. When the company applied
ITO you on the slst day Of May. 1900. for
lts permit, - tleo a certificate from tho
secretary Of state OF Missouri when
shows That the said Wa.ers- Pierce on
company dissolved according 10 The laws
I OF Missouri on the 28th day Of May. 1900.
This fact certified 70 nv the secretary OF
state o. missouri on the 2Sth day Of May.
4VUu. IL also filed certified copy OF an
other charter granted by the state Of
missouri on May 20 1906. which shows
also that The lneorpUrAturs OF the new
company were Henry c. Pierce Andrew
~. FINLEY John =. Crust. Charles NJ
Adams and john ID. johnson. all OF S..
Louis. MO. You VIII observe chat only
one OK these persons was one Of the in
corpora tors o. the old company and thac
the Chess CAREY company and the stand
arc WI cornpVuH were left out entirely
~ The new corporation. Mr. Pierce stated
That he mad actually and ID good faith
burchtaed and was the owner OF the sock
helo by be Standard Oh company AID The
q heeS-LdTlcy company tDu OLD com
pahN and tnat SAID Comienies owning said
siock had now 10 connection whateyer
WIN Tie new Wa ers- Pierce on compauy.
ana also hied the ANTITRUST afldavft as
/ provided by tbs act Of 1922 pare .4g IA
NMcA be states among other things hat
ha4o lew corporation is not member
o' Ur d party 10 ANY pool trust a4ree-
3 men, combination confederation or nm
aerstaudiuE with any other curp.,.at .on.
4 partuersnlp. Individual or other persco or
"e9'- +dApn o. persons 10 regulate or sly
zoe urlte Of any article Of mlnuIaslura.
men presented. should you Issue q permit
/ 20 ,he new corporation
4tls quegI on was carefully considered
10y ne a-so ny assistants ia me ofFce
a4lie a vhile The question TO be de-
t.4e9 vas did .the Judgment against the
ola company p1nd the new oueg Was the
new corporation ia fact and he law q new
to'pofaLou2 Could the State with tne
"3gNe fae's. which as ] understand u
were al OF the facts in the csEs. sur-sse.
wy malumin that be judgment are ust
'"e Ola company could be visited upon
Ae new corporation 70 the extent thar +.
he excluded From he State and not per.
mltied 10 do business
Inc proportion Of law 70 be decided
among Others stated was. did Inc char.
Ter tlcd with YOU on May 81 1900 SNOW
tns iofmstlon Of new and distinct com
panI, or was Il continuation o. me
criEiusl corporation
.r,,. 4s,..
,yas r1, slD" lnat thefe
u0f change in the corporation ITSELF
WIN only one OF the former iucorporsf -
b olo ~ The new corporation. L. ig rue
llat The new corporation took the name
ina, the Ola corporation ha1 but no.
new -orrers,-,.r ''%
once 1,aid "a. "a ,,,,.,.1. 80
haG No.. 4.,s-.. '~' F'i A-'"I "D-l1
TIE Inv ~ ,-.......,.
Ger. ifrsIa Re ''-, -
Ioate az .t. chang, ~. -. w. .-,
|5e Issued .y f1a se.r,,.. .s
Iar, ,r.,.rs,-,. on s-a,s s-
I,5-' o. ESQ, .@.-'A tfs1 under
t4st ALREADY sss,,,-s4 - ,s'- "a
poratou. ror second vss. ,b. 49,,
uam1 ard styie. assumed - ,ae 80 80
person or Z firm. unless ,ber. .,.. -[s..,.i
thereto some word deslgfstIre the 49,
ness so tp carried on yo1Iot,e5 b.. .-
WORD company" or .corrors+ion
Iu tlr case % Island civ gavf,ge r1.,g
IN-' -a'hltaeu t6J Tex. s24l tn the o1.u-
son % Judge Gaines. Iu d discussing ne
isA-s o. creditors ID a corporation which
h1o rot taken out "a new charter by-
rad merely reorgauized mis- lsrg,,s.,J,..s.
use9;
Vow u IS commended. 90 behalf Of
me appeAeeS. that the reorganization
M4Fn u9ok nlhce IN February or
Mafen, 4eso resulted ~ the lorna
uoh of new and distinct company.
ana was pot continuation Of the
1i.sinet corporation We DO not doubt
lAa1 When the hank became tluaDia
70 pay 'k debts IL was competent 10
IaueieF Jus assets 70 a new coTpo-a.
tiun VINO may continue similar 9ss..
fSt WI holi mourning any liability
1T me 9Sois OF the lnSolyent corpora.
aul ~ "q0lo make no difiere.ce
aspect u the new compans
~ "a psrt OF the stockholders
~ yl 4khel corporation and trans
so,s -, uess through one or
''Doeis-
Nu' 10 s@lo case there was no formation
" az" anc distinct corporation be
N-Sse az toal lime the laws 0! this Stat,
Slu not permit tue incOrp Jration ~ an,
mPaAy vain banking privileges, hut II
~ case referred 70 ne court held ina
- Nah simply REORGANIZATION OF The M,
omp4nF under the same charter and tina
lhe IeorganiLed company assumed 10 ~,
w ueO's OF me old company aud mere
sS.g ~ was liable Tor lts debts. But /,
ssid opinion the position is strongly staI
ca mat II j! had been a new corooratio,
u "ouio mol have been liable for The deb,
ol me o!d corporation. And the rights n
leIealtors are much more carefully gusrd
reg oy our courts than the question 81 I,
whether or not penalty assessed gains