On May 12, 2020, Andrews & Springer LLC filed a shareholder class action against the directors of TD Ameritrade, Inc. (“TD Ameritrade") and its controlling stockholder TD Bank, N.A. in connection with its merger with The Charles Schwab Corporation valued at $26 billion. The case was filed in the Delaware Court of Chancery, C.A. No. 2020-0360-PAF. On February 5, 2021, an Amended Class Action Complaint (the "Amended Complaint") was filed.
The Amended Complaint alleges that TD Ameritrade's controlling stockholder, TD Bank, breached its fiduciary duties by conditioning its support for the unfair Merger on receiving an amended Insured Deposit Account agreement from Schwab worth hundreds of millions (and likely) billions of dollars in consideration (the "Amended IDA Agreement"). In sum, the Amended IDA Agreement diverted merger consideration that should have gone to TD Ameritrade's minority stockholders.
Please click here for a copy of the Public Version of the Amended Complaint.