News & Media


May 23, 2023

Entwistle & Cappucci LLP (“Entwistle & Cappucci”) and Saxena White P.A. (“Saxena White”) announced that their ongoing investigation has led to the filing of a class action complaint against Toronto-Dominion Bank (“TD Bank”) and several of its officers on behalf of all persons or entities that purchased or otherwise acquired securities of First Horizon Corporation (“First Horizon”) (NYSE: FHN) between February 28, 2022 and May 3, 2023, inclusive (the “Class”).  The case was filed in the United States District Court for the District of New Jersey, and is captioned:  The Arbitrage Fund v. The Toronto Dominion Bank, No. 23-cv-2763 (D.N.J.).

The action is based upon the defendants’ allegedly false and misleading statements and omissions of material facts concerning TD Bank’s ability to timely close a business combination with First Horizon — a combination that was ultimately abandoned.  Specifically, 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 First Horizon transaction.  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.  Indeed, according to a report published by The Wall Street Journal, in “recent years,” TD Bank only “flagged 28 customer transactions” as suspicious.  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.

On March 1, 2023, First Horizon revealed that TD Bank had informed First Horizon that it did not expect “the necessary regulatory approvals will be received in time to complete the [business combination] 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.

Thereafter, on May 4, 2023, First Horizon and TD Bank issued a joint press release titled “TD Bank and First Horizon Mutually Agree to Terminate Merger Agreement,” explaining that “TD informed First Horizon that TD does not have a timetable for regulatory approvals to be obtained for reasons unrelated to First Horizon.”  During a First Horizon investor call held that day, First Horizon further revealed that TD Bank “could not provide assurance of regulatory approval in 2023 or 2024.”  On this news, First Horizon’s share price fell another 33%, to close at $10.06 per share on May 4, 2023.

The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.  A copy of the complaint may be viewed using this link.

If you wish to serve as a lead plaintiff in this matter, you must file a motion with the Court no later than July 21, 2023.  Any member of the proposed Class may move the Court to serve as a lead plaintiff through counsel of their choice, or they may choose to do nothing and remain a member of the Class.

If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact:  Robert N. Cappucci, Esq. of Entwistle & Cappucci at (212) 894-7200 or via e-mail at [email protected].