Hawkes v. The Toronto-Dominion Bank, et al
Ameritrade Merger Litigation
C.A. No. 2020-0360-PAF

Welcome to the Ameritrade Merger Litigation Website

The information contained on this website is only a summary of the information presented in more detail in the 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 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 proposed Settlement of the Action for $31,500,000 in cash.  The proposed Settlement, if approved by the Court, will resolve all claims in the Action.

If you are a member of the Settlement Class, you are subject to the Settlement.  The Settlement Class preliminarily 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.

Payments to eligible Class Members will be made only if the Court approves the Settlement and a plan of allocation for the distribution of the Settlement proceeds, and only after any appeals are resolved. Please be patient, as this process may take some time to complete.

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. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.

 

CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT:

RECEIVE A PAYMENT FROM THE SETTLEMENT.  CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM.

If you are a member of the Settlement Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds.  Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court.  If you are eligible for a distribution from the Settlement, it will be paid to you directly.  See paragraphs 37-42 of the Notice for further discussion.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN JUNE 27, 2022.

If you are a member of the Settlement Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, Plaintiff’s Co-Lead Counsel’s application for an award of attorneys’ fees and expenses, or Plaintiff’s application for an incentive award, you may write to the Court and explain the reasons for your objection. 

ATTEND A HEARING ON JULY 11, 2022, AT 1:30 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN JUNE 27, 2022.

Filing a written objection and notice of intention to appear that is received by June 27, 2022, allows you to speak in Court, at the discretion of the Court, about your objection.  In the Court’s discretion, the July 11, 2022 hearing may be conducted by telephone or video conference (see paragraphs 48-49 of the Notice).  If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.

 

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.

 

For More Information

Visit this website often to get the most up-to-date information.

Mail
Ameritrade Merger Litigation
c/o JND Legal Administration
PO Box 91212
Seattle, WA 98111