Gibson v. Savings & Loan Commissioner

[271]

Opinion

COBEY, J.

This appeal is from two orders of the superior court respectively denying without prejudice an alternative writ of mandate and temporary stays of an order of the Savings and Loan Commissioner approving the merger of three savings and loan associations.

1

Petitioner is a substantial minority shareholder in one of the two nonsurviving associations who objected unsuccessfully at the hearing before the commissioner, not to the merger itself, but to the exchange ratio of the shares of the associations involved in the merger. In this connection he brought out, among other things, at the administrative hearing that the majority shareholder of the association, in which petitioner owned shares, probably bought his shares for the purpose of merging the association into the surviving association in which this shareholder beneficially held a much more valuable block of shares than his holdings in the nonsurviving association.

Petitioner initiated the special proceeding before us in order to obtain ■ judicial review by way of administrative mandamus (Code Civ. Próc., § 1094.5) of the merger order.

On the merits the intial question presented by this appeal is whether a dissenting shareholder, such as petitioner, is entitled to any judicial review of the merger order in view of the provisions of Financial Code section 9204 and Corporations Code, section 4123. (See

Giannini Controls Corp.

v.

Superior Court,

240 Cal.App.2d 142, 154-155 [49 Cal.Rptr. 643].)

We do not reach the merits of this appeal, however, because we have concluded that we are without appellate jurisdiction in this case for the reasons which we will now set forth.

The Appealability of the Orders

Generally speaking, an appeal lies, with certain exceptions not here material, only from a final judgment—that is, a judgment terminating the proceeding below and finally determining the rights of the parties therein. (See Code Civ. Proc., §§ 1110, 1064, 901, 904, 904.1 subd. (a) (1);