Calvert v. Humble Oil and Refining Company

PHILLIPS, Justice.

The plaintiff below, Humble Oil and Refining Co., a Delaware Corporation, was organized in September of 1959, with only qualifying assets and with its qualifying capital stock held by Humble Oil and Refining Corporation, a Texas Corporation. On December 1,1959, Humble of Texas conveyed all of its business, properties, franchises and assets to Humble of Delaware in exchange for all of the remaining authorized but unissued capital stock of Humble of Delaware. The new corporation, Humble of Delaware, assumed all of the liabilities of Humble of Texas with the exception of an…