The information contained on this website is only a summary of the information presented in more detail in the Amended Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing and Right to Appear, which you can access here. Because this website is just a summary you should review the Amended Notice for additional details.
Summary of the Action and Settlement
This website relates to a stockholder class action (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”), brought against defendants (a) The Toronto-Dominion Bank and its affiliates TD Group US Holdings LLC (“TD Group US”), TD Bank USA, National Association (“TD Bank USA”), and TD Bank, National Association (“TD Bank N.A.” and together with TD Group US and TD Bank USA, “TD Bank”); (b) Tim Hockey, Brian Levitt, Karen Maidment, Bharat Masrani, Irene Miller, Joseph Moglia, Wilbur Prezzano, and Stephen Boyle (collectively, the “Individual Defendants”); and (c) The Charles Schwab Corporation (“CSC,” and together with TD Bank and the Individual Defendants, “Defendants”). Plaintiff Brett Hawkes (“Plaintiff”) alleges in the Action that the October 6, 2020 merger between CSC and TD Ameritrade Holding Corporation (“Ameritrade”) (the “Merger”) violated 8 Del. C. § 203, that TD Bank and the Individual Defendants breached their fiduciary duties in connection with the Merger, and that CSC aided and abetted such breaches. Plaintiff also alleges that TD Bank breached its fiduciary duties as Ameritrade’s controlling stockholder by conditioning its support for the Merger on receiving a nonratable benefit from the acquirer, CSC, through an amended “insured deposit account agreement” (the “Amended IDA Agreement”) between the post-Merger company and TD Bank. Plaintiff further alleges that the Merger’s process and price were unfair because TD Bank allegedly usurped, and Ameritrade’s special committee allegedly ceded, responsibility for negotiating the Amended IDA Agreement, which allegedly was traded off for potential additional consideration that could have been received by all Ameritrade stockholders.
Plaintiff, on behalf of himself and the Settlement Class (defined below), and Defendants have reached a Settlement of the Action for $31,500,000 in cash. On September 21, 2022, the Court held a hearing to consider final approval of the Settlement and related matters. Following the hearing, the Court entered an Order and Final Judgment approving the Settlement and awarding attorney's fees and litigation expenses to Plaintiff's Counsel.
If you are a member of the Settlement Class, you are subject to the Settlement. The Settlement Class certified by the Court for purposes of the Settlement consists of:
All record holders and beneficial holders of Ameritrade common stock who held such stock at any point during the period from and including November 25, 2019, the date of the definitive merger agreement between Ameritrade and The Charles Schwab Corporation (the “Merger Agreement”), through and including October 6, 2020, the date the Merger closed (the “Class Period”), including their heirs, assigns, transferees, and successors-in-interest, in each case solely in their capacity as holders or owners of Ameritrade common stock.
Excluded from the Settlement Class are: (i) Defendants and their heirs, assigns, transferees, and successors-in-interest; (ii) members of the immediate family of any Individual Defendant; (iii) any person who was, at the time of the Closing, a director or senior officer of Ameritrade, the Toronto-Dominion Bank or CSC; (iv) any parent, subsidiary, or affiliate of TD Bank or CSC; and (v) any firm, trust, corporation, or other entity in which Defendants or any other excluded Person had, at the time of the Closing, a controlling interest; provided, however, that each of the foregoing (i) through (v) shall be excluded from the Settlement Class solely with respect to shares of Ameritrade common stock held for their own account(s) (i.e., accounts in which they hold a proprietary interest, but not including accounts managed on behalf of others such as brokerage customers) (collectively, “Excluded Parties” and each an “Excluded Party”).
PLEASE NOTE: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Class Members do not have the right to exclude themselves from the Settlement Class.
Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution from the Settlement, your distribution will be paid to you directly.
Please be patient as it will take some time to conduct the Settlement distribution.
How do I obtain more information?
More detailed information about the Action and the Settlement is contained in the Notice. If you have questions, you may contact the Settlement Administrator by calling toll-free 1-888-964-2135; emailing info@AmeritradeMergerLitigation.com; or mailing a letter to:
Ameritrade Merger Litigation
c/o JND Legal Administration
P.O. Box 91212
Seattle, WA 98111
Inquiries should NOT be directed to the Court, the Clerk of the Court, Defendants, or their counsel.