Henry I. Siegel Co., Inc. v. Holliday

I respectfully dissent. The majority has reached a result and has adopted reasoning to which I cannot subscribe. Under the majority’s opinion, directors of a dissolved corporation will be able to escape their statutorily-imposed fiduciary duty to creditors; they will be free to pick and choose among the creditors they wish to pay, secure in the knowledge that creditors who do not receive their pro rata share will have no claim against them individually so long as the directors pay out at least an amount equal to the corporate assets on hand at dissolution. This result is patently inequitable,…