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There does not appear to be sufficient net assets
to pay back the full amount of the shareholder loans
and therefore there will be no assets available for
distribution against stock, retained earnings or
dividends.
This distribution is to take place prior to June
30, 1992.
There is nothing in the record that would indicate that the
receipt of the corporate assets was anything other than partial
payment of this debt. Based upon the meager record presented on
this issue, we do not find that the assets were improperly
distributed under Cal. Corp. Code section 2004; thus, this law is
not a valid basis for transferee liability in this case.
Respondent also contends that the shareholders are liable as
transferees under Cal. Civ. Code section 3439.04 (West 1997),
which provides:
A transfer made or obligation incurred by a debtor
is fraudulent as to a creditor, whether the creditor's
claim arose before or after the transfer was made or
the obligation was incurred, if the debtor made the
transfer or incurred the obligation as follows:
(a) With actual intent to hinder, delay, or
defraud any creditor of the debtor.
(b) Without receiving a reasonably equivalent
value in exchange for the transfer or obligation, and
the debtor:
(1) Was engaged or was about to engage in a
business or a transaction for which the remaining
assets of the debtor were unreasonably small in
relation to the business or transaction; or
(2) Intended to incur, or believed or
reasonably should have believed that he or she would
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