BROGAN, Judge.
{¶ 1} This case arises from a failed merger between Westminster Financial Companies, Inc. ("Financial") and Briarcliff Capital Corporation ("Briarcliff). According to the complaint, Financial is a financial services company that manages and co-manages brokerage accounts for clients. These accounts are carried by a wholly-owned subsidiary, Westminster Securities, Inc. ("Securities"), which is a broker-dealer registered with the National Association...
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