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Meyer v. Oppenheimer Management Corp.

United States Court of Appeals for the Second Circuit
895 F.2d 861 (1990)


Facts

The Daily Cash Accumulation Fund is a mutual fund in which Pamela Meyer (plaintiff) was a shareholder. The adviser for the fund was Centennial Capital Corporation, of which Oppenheimer Management Corp. (defendant) was a 30 percent shareholder. In 1982, the directors of the fund proposed a plan to change the fee structure of said fund, issuing a proxy statement notifying shareholders of the change. At the same time, Oppenheimer was negotiating with another firm to sell its shares of Centennial. This was not disclosed to the fund directors or the shareholders of the fund until after the transaction had occurred. Meyer then brought suit against Oppenheimer and the directors of the fund, alleging that the sale of Centennial stock by Oppenheimer constituted a material omission from the proxy statement in violation of Rule 20a-1 under the Investment Company Act of 1940, applying § 14(a) of the Exchange Act to the Investment Company Act. The district court ruled in favor of Oppenheimer. Meyer then appealed to the Second Circuit Court of Appeals.

Rule of Law

Issue

Holding and Reasoning (Winter, J.)

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