Howing Company, Douglas McLellan v. Nationwide Corporation, Nationwide Mutual Insurance Company

MERRITT, Chief Judge.

In this securities action by minority public shareholders arising from a freeze-out merger of a subsidiary, Nationwide Corporation, with its parent, Nationwide Mutual, which at the time of the merger owned approximately 85% of the shares of the subsidiary, we previously reversed the District Court’s dismissal of plaintiffs’ claims under SEC Rule 13e-3, governing going-private transactions or freeze-out mergers; and we then remanded the case to the District Court for further proceedings. We refer the reader to our earlier opinion for a detailed statement of the facts and…