ASNA
<p>Amalgamated Software of North America, Inc. (ASNA), a corporation headed by real party David Ferguson.</p>
<p>
Hecht alleges that in late 1981, Ferguson was on the verge of perfecting and marketing new software for the IBM System 34 computer. Ferguson obtained a commitment from outside investors, SCS Industries, Ltd., for an investment of $100,000.<sup>[4]</sup> However, SCS conditioned its investment on Ferguson's setting up a new corporation, which would provide a greater tax benefit to SCS. Hecht claims that she took out a loan to contribute $60,000 to the new company.<sup>[5]</sup>
Hecht (at his direction, according to Ferguson) contacted Attorney Zukor to find out what had to be done to set up the new corporation. During the formation stages of the corporation, Hecht and Ferguson met once with Zukor in his office and had several telephone conversations with him. In her declaration in support of the motion below, Hecht describes one of these three-way conversations as follows: "During this conversation, Mr. Zukor explained to David and I [<i>sic</i>] the need to pick officers, directors and shareholders of ASNA. David Ferguson then told Zukor that both he and I would be officers, that he would be President and I would be corporate secretary and that he and I were to be equal shareholders of ASNA."<sup>[6]</sup></p>
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[...]
By the early summer of 1982, the personal relationship between Ferguson and Hecht ended. In the fall of that year, Ferguson married Anne Bartley-Denniss (a defendant in this action and a real party in this proceeding). In March of 1983, Zukor redrafted ASNA's corporate documents. Hecht's name was deleted and the new Mrs. Ferguson's name was substituted in her place as a corporate officer and director. Shares of ASNA stock were issued in March 1983, and Hecht was not listed as a shareholder. (The only two shareholders were David Ferguson and his nephew, Joseph Atwill.)</p>
<p>
https://www.courtlistener.com/opinion/2107505/hecht-v-superior-court/</p>