The Toronto-Dominion Bank's (TD) Deficient Controls Over Anti-Money Laundering Prevented its Acquisition of First Horizon Corporation (FHN)

A shareholder filed a class action against Toronto-Dominion Bank (NYSE: TD) on behalf of all persons or entities that purchased or otherwise acquired securities of First Horizon Corporation (NYSE: FHN) between February 28, 2022 and May 3, 2023. According to the complaint, on February 28, 2022, Toronto-Dominion Bank announced it had entered into an agreement to purchase First Horizon Corporation for $13.4 billion in cash. The transaction was expected to close in the first quarter of TD Bank's 2023 fiscal year.

On March 1, 2023, First Horizon revealed that TD Bank had informed First Horizon that it “does not expect that the necessary regulatory approvals will be received in time to complete the Pending TD Merger by May 27, 2023.”  On this news, the price of First Horizon shares fell 10.6% to close at $22.14 per share on March 1, 2023. Then, on May 4, 2023, First Horizon and TD Bank revealed that “TD Bank and First Horizon Mutually Agree to Terminate Merger Agreement.”  The press release explained that “TD informed First Horizon that TD does not have a timetable for regulatory approvals to be obtained for reasons unrelated to First Horizon.  Because there is uncertainty as to when and if these regulatory approvals can be obtained, the parties mutually agreed to terminate the merger agreement.” On this news, First Horizon’s share price fell another $4.99 per share, or 33%, to close at $10.06 per share on May 4, 2023.  

Within days, The Wall Street Journal, Reuters, and Bloomberg News all reported that TD Bank’s inability to obtain regulatory approval for the First Horizon acquisition was due to TD Bank’s deficient anti-money-laundering practices. 

During the class period, defendants failed to disclose material adverse facts about TD Bank's operations, the risks associate with the timing for the closing of the First Horizon acquisition, and TD Bank's ability to obtain the necessary regulatory approvals. Specifically, defendants failed to disclose that: (1) TD Bank had deficient controls over Anti-Money Laundering (AML) and suspicious transaction reporting; (2) that the lack of controls posed a significant risk to the closing of the First Horizon acquisition; and (3) that the deficient AML controls actually caused delay in obtaining the regulatory approvals for the First Horizon acquisition.

What Now: Similarly situated shareholders may be eligible to participate in the class action against The Toronto-Dominion Bank. Shareholders who want to act as lead plaintiff for the class must file their papers by July 21, 2023. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.  You do not have to participate in the case to be eligible for a recovery. If you choose to take no action, you can remain an absent class member.

All representation is on a contingency fee basis. Shareholders pay no fees or expenses.