Legal Opinion
Oliveira v. Quartet Merger Corp.
District Court, S.D. New York
Decided September 7, 2015No. 14-cv-9411 (JSR)Published
1Opinion of the Court
JED S. RAKOFF, District Judge.
On September 2, 2014, defendant Quartet Merger Corp. (“Quartet”) distributed a Joint Proxy Statement/Prospectus Supplement (the “Proxy”) for a shareholder vote on Quartet’s proposed merger with defendant Pangaea Logistics Solutions Ltd. (“Pangaea”). Plaintiff Steven Oliveira, a shareholder in Quartet, voted against the merger, and he also checked a box to indicate that he wished to exercise his right, embodied in Quartet’s Amended Certificate of Incorporation (the “Amended Certificate”), to convert his shares to cash if the merger were consummated. Oliveira…
2Cases cited5 opinions
- Rhone-Poulenc Basic Chemicals Co. v. American Motorists Insurance Co.Supreme Court of Delaware · 1992
- Continental Insurance v. Rutledge & Co.Court of Chancery of Delaware · 2000
- Airgas, Inc. v. Air Products & Chemicals, Inc.Supreme Court of Delaware · 2010
- In Re Discon CorporationDistrict Court, S.D. Florida · 1971
- Doppelt v. Perini Corp.Court of Appeals for the Second Circuit · 2002