In re Baldwin Trading Corp.

Fuld, J. (dissenting).

The petitioners, complaining of an illegal and disproportionate distribution of corporate assets made by directors to themselves and others, seek an accounting in order to fix the liability of the directors responsible for the asserted diversion. Although the proceeding is brought under section 106 of the Stock Corporation Law, that provision does no more than provide that, upon the petition of a stockholder (or creditor), the Supreme Court may order an accounting by the directors. The fact, remarked by the court (opinion, p. 147), that “ no time limitation ” for seeking…