According to the Complaint, TD Ameritrade provides investing services and education to approximately 12 million client accounts totaling approximately $1.3 trillion in assets, and custodial services to more than 7,000 registered investment advisors.

This action stems from a proposed transaction announced on November 25, 2019, pursuant to which TD Ameritrade Holding Corporation will be acquired by The Charles Schwab Corporation (“Parent”).

On November 24, 2019, TD Ameritrade’s Board of Directors caused the Company to enter into an agreement and plan of merger with Charles Schwab. Pursuant to the terms of the Merger Agreement, TD Ameritrade’s stockholders will receive 1.0837 shares of Parent common stock for each share of TD Ameritrade common stock they own.

On March 10, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.