IN RE: THCR/LP CORPORATION, et al., Debtors/Appellants.
No. 07-2429.
United States Court of Appeals, Third Circuit.
Nov. 5, 2008.
John V. Fiorella, Jerrold S. Kulback, Archer & Greiner, Haddonfield, NJ, Gerald M. Berger, Akron, OH, for Appellee.
BEFORE: McKEE, NYGAARD, and SILER,* Circuit Judges.
OPINION OF THE COURT
NYGAARD, Circuit Judge.
Appellant, THCR LP, Corp., appeals from an order of the District Court which reversed a bankruptcy court‘s order, concluding that the plain and unambiguous
I.
The allegations of error asserted by appellant are as follows:
- Where Former Shareholders sold their shares of the common stock of THCR (“Old THCR Common Stock“) to purchasers on a national securities market between the Plan record date and the “ex-date” established by the National Association of Securities Dealers (the “NASD“), whether the District Court committed reversible error when it interpreted the Plan to require that the Debtors make a cash and warrants distribution directly to Former Shareholders, despite provisions of the Plan that provided that the Debtors shall be entitled to deal only with, and make the distribution to, shareholders of record as of the record date, who in turn allocated it as required by federal securities law to the purchasers of the Old THCR Common Stock sold by Former Shareholders.
- Whether the District Court committed reversible error by interpreting the Plan in a manner inconsistent with NASD Uniform Practice Code Rule 11140, which mandates that upon the sale of their Old THCR Common Stock Former Shareholders transferred to their purchasers the right to receive the Plan distribution package from Debtors.
- Whether the District Court committed reversible error when it found that Former Shareholders were entitled to receive a part of the distribution package—a pro rata share of the proceeds from the sale of certain real property—that had been distributed to the purchasers of the stock held by Former Shareholders in compliance with a separate order of the Bankruptcy Court that Former Shareholders contested in the Bankruptcy Court but did not seek to stay pending this appeal.
II.
The facts and procedural history of this case are well known to the parties and the court, and it is not necessary that we restate them here. The reasons we write an opinion of the court are threefold: to instruct the District Court, to educate and inform the attorneys and parties, and to explain our decision. We use a not-precedential opinion in cases such as this, in which a precedential opinion is rendered unnecessary because the opinion has no institutional or precedential value. See United States Court of Appeals for the Third Circuit, Internal Operating Procedure (I.O.P.) 5.3. Under the usual circumstances when we affirm by not-precedential opinion and judgment, we briefly set forth the reasons supporting the court‘s decision. In this case, however, we have concluded that neither a full memorandum explanation nor a precedential opinion is indicated because of the very extensive and thorough opinion filed by Judge Renee M. Bumb of the District Court. Judge Bumb‘s opinion adequately explains and fully supports her order and refutes the appellant‘s allegations of error. Hence, we believe it wholly unnecessary to
III.
In sum, for the foregoing reasons, we will affirm the order of the District Court entered the 26th day of April, 2007.
UNITED STATES of America v. Vicente ZUNIGA-TORRES a/k/a “Pretty Boy” Vicente Zuniga-Torres, Appellant.
No. 07-3915.
United States Court of Appeals, Third Circuit.
Nov. 5, 2008.
Christopher H. O‘Malley, Esq., Office of Federal Public Defender, Camden, NJ, for Appellant.
BEFORE: McKEE, NYGAARD, and SILER,* Circuit Judges.
OPINION OF THE COURT
SILER, Circuit Judge.
Appellant, Vicente Zuniga-Torres, entered into a plea agreement with the Government, whereby he agreed to plead guilty to one count of conspiracy to distribute 500 grams or more of cocaine. The District Court sentenced him to 57 months’ incarceration and five years of supervised release. We will affirm.
Because we write exclusively for the parties who are familiar with the facts and the proceedings below, we will not revisit them here. Pursuant to Anders v. California, 386 U.S. 738, 87 S.Ct. 1396, 18 L.Ed.2d 493 (1967), Zuniga-Torres‘s counsel has examined the record, concluded that there are no non-frivolous issues for review, and has requested permission to withdraw.
We, too, have thoroughly examined the record and can find no non-frivolous issues to be raised in this appeal. Hence, we will affirm the judgment of the District Court and grant counsel‘s motion to withdraw.