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Securities Regulation Keyed to Coffee
Meyer v. Oppenheimer Management Corp.
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A shareholder, Richard Meyer, in the Fund, a money market mutual fund controlled by the Act. Centennial Capital Corp. (Centennial) was the Fund’s investment adviser, which was partly owned by Oppenheimer & Co. and its subsidiaries (collectively, "Oppenheimer") (Defendant). The remaining portion of Centennial was owned by four stockbroker entities (collectively, "the Brokers") with the Fund serving as a way for the Brokers to provide liquid investments to their clients, and those clients and the Brokers owned over 90% of the Fund. A fee was charged by Centennial based on the total assets of the Fund. The Securities and Exchange Commission (SEC) promulgated Rule 12b-1 in 1980, allowing an open-ended investment company to utilize fund assets to pay sale and distribution expenses usually assumed only by brokers. Two of the Brokers stated they would withdraw their clients from the Fund unless it implemented a Rule 12-b distribution plan in response to the new rule. The implementation by the directors and shareholders of a plan like that was suggested by Centennial and issued a proxy statement regarding the plan, with the plan being approved by shareholders at the next annual meeting. Oppenheimer, at the same time and lacking the knowledge of directors at Centennial or directors of the Fund, chose to sell its share in Centennial to Mercantile House Holdings (Mercantile). The Fund’s board of directors authorized a new investment advisory agreement to show Centennial’s new ownership, as required by the Act. Suit was filed by Meyer challenging the distribution plan and purporting that the shareholders and directors should have been privy to the negotiations regarding Oppenheimer’s sale of its interest in Centennial; stating that an unfair burden was imposed by the distribution plan by the sale of the investment adviser and that the distribution and advisory fees were extreme and imbalanced. Meyer’s allegations were considered by the Fund’s board and determined they were baseless. The claims were also found without merit by the district court and it dismissed them. The court of appeals granted review.
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