The Complaint alleges that Defendants failed to disclose that TD Bank had deficient internal controls that posed a significant risk to the closing of the business combination with First Horizon Corporation, a transaction that was ultimately terminated. TD Bank allegedly suffered from grossly ineffective internal controls regarding anti-money-laundering practices and failed to appropriately report unusual transactions or suspicious activity to U.S. regulators. As a result, the Office of the Comptroller of the Currency and the U.S. Federal Reserve refused to approve the business combination within the necessary time frames.