Howing Co. v. Nationwide Corp.
United States Court of Appeals for the Sixth Circuit
927 F.2d 263 (1991)
Nationwide Corporation (defendant) solicited the proxy votes of Howing Company (plaintiff) and other minority shareholders to approve Nationwide’s merger with its corporate parent. Such going-private and freezeout-merger transactions were governed by Securities and Exchange Commission (SEC) Rule 13e-3. Howing sued Nationwide for failing to comply with Rule 13e-3’s disclosure requirements. A federal district court dismissed the case, and Howing appealed. The Sixth Circuit reversed on the grounds that Nationwide had failed to adequately disclose its net book, going-concern, and liquidation values, all of which was information clearly and specifically called for by the instructions to Item 8 of SEC Schedule 13E-3. The appellate court remanded the case for the district court to consider the materiality of the undisclosed information. On remand, the district court found that no reasonable shareholder could have considered the undisclosed information to be material. The district court granted summary judgment for Nationwide. Howing appealed once more to the Sixth Circuit.
Rule of Law
Holding and Reasoning (Merritt, C.J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 707,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.Learn about our approachRead more about Quimbee
Here's why 707,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 44,500 briefs, keyed to 983 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.