SUPPLEMENT
TO THE JOINT PROXY STATEMENT/PROSPECTUS FOR
THE
SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD JUNE 4, 2020
May
22, 2020
These
definitive additional materials amend and supplement the definitive joint proxy statement/prospectus dated May 4, 2020, which
is referred to in this supplement as the definitive joint proxy statement/prospectus, initially mailed to stockholders on or about
May 6, 2020, by TD Ameritrade Holding Corporation, a Delaware corporation, which is referred to in this supplement as TD Ameritrade,
for the special meeting of stockholders of TD Ameritrade to be held exclusively online via live audio webcast on June 4, 2020,
at 2:00 p.m., Eastern time, which is referred to in this supplement as the TD Ameritrade special meeting. The TD Ameritrade special
meeting can be accessed by visiting www.virtualshareholdermeeting.com/AMTD2020, where TD Ameritrade stockholders will be able
to listen to the meeting, submit questions and vote online. TD Ameritrade stockholders will need the 16-digit control number included
on their proxy card or voting instruction form to join the TD Ameritrade special meeting.
As
previously disclosed, on November 24, 2019, TD Ameritrade entered into the Agreement and Plan of Merger, which, as amended on
May 14, 2020, is sometimes referred to in this supplement as the merger agreement, by and among The Charles Schwab Corporation,
a Delaware corporation, which is referred to in this supplement as Schwab, Americano Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Schwab, which is referred to in this supplement as Merger Sub, and TD Ameritrade, pursuant to which
Merger Sub will be merged with and into TD Ameritrade, with TD Ameritrade continuing as the surviving corporation and a wholly
owned subsidiary of Schwab, in a transaction that is referred to in this supplement as the merger.
The
TD Ameritrade board of directors unanimously recommends that TD Ameritrade stockholders vote “FOR” the approval and
adoption of the merger agreement, “FOR” the TD Ameritrade merger-related compensation proposal and “FOR”
the TD Ameritrade adjournment proposal.
If
any stockholders have not already submitted a proxy for use at the TD Ameritrade special meeting, they are urged to do so promptly.
No action in connection with this supplement is required by any stockholder who has previously delivered a proxy and who does
not wish to revoke or change that proxy.
If
you have any questions concerning the proposals to be voted on at the TD Ameritrade special meeting, the merger, the joint proxy
statement/prospectus or this supplement, would like additional copies or need help voting your shares of TD Ameritrade common
stock, please contact TD Ameritrade’s proxy solicitor:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, New York 10022
Shareholders
Call Toll-Free: (877) 456-3422
Banks
and Brokers Call Collect: (212) 750-5833
The
information contained herein speaks only as of May 22, 2020 unless the information specifically indicates that another date applies.
SUPPLEMENTAL
DISCLOSURES TO DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
This
supplemental information should be read in conjunction with the definitive joint proxy statement/prospectus, which should be read
in its entirety. Defined terms used but not defined herein have the meanings set forth in the definitive joint proxy statement/prospectus.
The
joint proxy statement/prospectus is hereby amended and supplemented on page 24 by adding the following after the first full paragraph
under the section titled “—Required Vote”:
On
May 12, 2020, a putative class action complaint challenging the merger was filed in the Delaware Court of Chancery, which is sometimes
referred to in this joint proxy statement/prospectus as the Court, asserting a claim against each member of the TD Ameritrade
board of directors who was on the TD Ameritrade board of directors when the merger agreement was approved, TD Bank and Schwab.
Among other things, the complaint asserts a claim against such directors alleging that the merger violates 8 Del C. § 203,
which statute is referred to in this joint proxy statement/prospectus as Section 203 and which claim is referred to in this joint
proxy statement/prospectus as the Section 203 claim. The complaint alleges that, prior to the time that the TD Ameritrade board
of directors approved the merger agreement and the transactions contemplated thereby, including the merger and the TD Bank voting
agreement, Schwab and TD Bank had reached an “agreement, arrangement or understanding” with respect to the voting
of TD Bank’s shares of TD Ameritrade common stock in favor of the merger in exchange for an amendment and extension of the
insured deposit account agreement, thereby causing Schwab to become the “owner” of those shares and an “interested
stockholder” under, and subject to the restriction on business combinations set forth in, Section 203. The Plaintiff asserts
that if Schwab is determined to have become an interested stockholder under Section 203 prior to the TD Ameritrade board approval,
the merger will be subject to Section 203’s restriction on business combinations because the voting condition set forth
in the merger agreement to which the merger is subject would not satisfy the requirement in Section 203(a)(3) that a transaction
with an interested stockholder be approved by the affirmative vote of at least 662/3% of the outstanding voting stock
which is not owned by the interested stockholder under Section 203. The Plaintiff also alleges various breach of fiduciary duty
and other claims against certain Defendants.
The
Defendants and TD Ameritrade disagree with the Plaintiff’s allegation that Schwab and TD Bank entered into any agreement,
arrangement or understanding within the meaning of Section 203 prior to the TD Ameritrade board approval of the merger agreement
and the transactions contemplated thereby, including the merger, the TD Bank voting agreement, and the amendment and extension
of the insured deposit account agreement, and disagree that Schwab became an interested stockholder under Section 203 prior to
the time of such board approval. The Defendants and TD Ameritrade also disagree with the Plaintiff’s other allegations and
assertions for multiple reasons. However, if it is determined that Schwab became an interested stockholder prior to TD Ameritrade
board approval under Section 203, TD Ameritrade cannot complete a business combination with Schwab, including the merger, for
a period of three years following the time that Schwab became an interested stockholder unless the business combination is approved
by the TD Ameritrade board of directors and authorized by the TD Ameritrade stockholders by the affirmative vote of at least 662/3%
of the outstanding TD Ameritrade common stock (other than shares of TD Ameritrade common stock deemed “owned” by Schwab
under Section 203, including the shares owned by TD Bank as alleged in the complaint).
If
Section 203 applies to the merger and the merger is not authorized in accordance with the statute by the affirmative vote of at
least 662/3% of the outstanding TD Ameritrade common stock not deemed owned by Schwab under Section 203 (including,
as alleged in the complaint, treating the outstanding TD Ameritrade common stock owned by TD Bank and its affiliates as “owned”
by Schwab for this purpose) at the TD Ameritrade special meeting, under Section 203, the merger could not be completed. Were that
to occur, TD Ameritrade and Schwab would remain bound by the merger agreement and could determine to re-solicit TD Ameritrade
stockholder authorization and approval of the merger agreement by a vote of at least 662/3% of the outstanding TD Ameritrade
common stock not deemed owned by Schwab under Section 203, or the merger agreement could be terminated under certain circumstances,
including in certain circumstances if the merger has not been completed on or prior to the November 24, 2020 initial end date.
Notwithstanding the Defendants’ and TD Ameritrade’s disagreement with the claims asserted in the complaint and their
belief that Section 203 does not apply to the merger, by way of this joint proxy statement/prospectus, TD Ameritrade is asking
stockholders to approve the merger by the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common
stock not deemed owned by Schwab under Section 203 (including, as alleged in the complaint, treating the outstanding TD Ameritrade
common stock owned by TD Bank and its affiliates as “owned” by Schwab for this purpose), which the Plaintiff has agreed
would moot Plaintiff’s Section 203 claim.
If
the merger receives the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock excluding
the TD Ameritrade shares deemed owned by TD Bank, Schwab and/or their affiliates, the merger will close subject to the other closing
conditions stated herein, even if Section 203 were determined to be applicable to the merger. If the merger does not receive the
affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock excluding the TD Ameritrade shares
deemed owned by TD Bank, Schwab and/or their affiliates, TD Ameritrade and Schwab have agreed that the merger will not close prior
to the earlier of (i) the Court’s ruling on Plaintiff’s Section 203 claim or (ii) September 15, 2020.
TD
Ameritrade will tabulate votes cast on the approval and adoption of the merger agreement at the TD Ameritrade special meeting
pursuant to the voting condition set forth in the merger agreement as well as the 662/3% voting standard contemplated
by Section 203. TD Ameritrade will publicly announce the voting results following the completion of the TD Ameritrade special
meeting based on the voting condition set forth in the merger agreement as well as the Section 203 voting standard.
The
joint proxy statement/prospectus is hereby amended and supplemented on page 79 by adding the following after the second full paragraph
under the section titled “Risk Factors—Lawsuits have been filed against Schwab,
TD Ameritrade and the TD Ameritrade board of directors and other lawsuits may be filed against Schwab, TD Ameritrade and /or their
respective boards of directors challenging the merger. An adverse ruling in any such lawsuit may prevent the merger from being
completed.”:
On
May 12, 2020, a putative class action complaint challenging the merger was filed in the Delaware Court of Chancery. The complaint
is captioned Hawkes v. Bettino et al., case number 2020-0306-PAF, and names as Defendants each member of the TD
Ameritrade board of directors who was on the TD Ameritrade board of directors when the merger agreement was approved, TD Bank
and Schwab. Among other things, the complaint asserts a claim against such directors alleging that the merger violates Section
203. The complaint alleges that, prior to the time that the TD Ameritrade board of directors approved the merger agreement and
the transactions contemplated thereby, including the merger and the TD Bank voting agreement, Schwab and TD Bank had reached an
“agreement, arrangement or understanding” with respect to the voting of TD Bank’s shares of TD Ameritrade common
stock in favor of the merger in exchange for an amendment and extension of the insured deposit account agreement, thereby causing
Schwab to become the “owner” of those shares and an “interested stockholder” under, and subject to the
restriction on business combinations set forth in, Section 203. The Plaintiff also alleges various breach of fiduciary duty and
other claims against certain Defendants. The Defendants and TD Ameritrade dispute the claims asserted in the complaint and believe
they are without merit.
If
the Court were to find that Schwab became an interested stockholder prior to the TD Ameritrade board approval within the meaning
of Section 203, then under Section 203 the merger—even if all other closing conditions in the merger agreement were satisfied—could
not be completed for a three year period unless it was authorized by the affirmative vote of at least 662/3% of the
outstanding TD Ameritrade common stock not deemed owned by Schwab under Section 203.
If
Section 203 applies to the merger and the merger is not authorized in accordance with the statute by the affirmative vote of at
least 662/3% of the outstanding TD Ameritrade common stock not deemed owned by Schwab under Section 203 (including,
as alleged in the complaint, treating the outstanding TD Ameritrade common stock owned by TD Bank and its affiliates as “owned”
by Schwab for this purpose) at the TD Ameritrade special meeting, under Section 203, the merger could not be completed. Were that
to occur, TD Ameritrade and Schwab would remain bound by the merger agreement and could determine to re-solicit TD Ameritrade
stockholder authorization and approval of the merger agreement by a vote of at least 662/3% of the outstanding TD Ameritrade
common stock not deemed owned by Schwab under Section 203, or the merger agreement could be terminated under certain circumstances,
including in certain circumstances if the merger has not been completed on or prior to the November 24, 2020 initial end date.
Notwithstanding the Defendants’ and TD Ameritrade’s disagreement with the claims asserted in the complaint and their
belief that Section 203 does not apply to the merger, by way of this joint proxy statement/prospectus, TD Ameritrade is asking
stockholders to approve the merger by the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common
stock not deemed owned by Schwab under Section 203 (including, as alleged in the complaint, treating the outstanding TD Ameritrade
common stock owned by TD Bank and its affiliates as “owned” by Schwab for this purpose), which the Plaintiff has agreed
would moot Plaintiff’s Section 203 claim.
If
the merger receives the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock excluding
the TD Ameritrade shares deemed owned by TD Bank, Schwab and/or their affiliates, the merger will close subject to the other closing
conditions stated herein, even if Section 203 were determined to be applicable to the merger. If the merger does not receive the
affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock excluding the TD Ameritrade shares
deemed owned by TD Bank, Schwab and/or their affiliates, TD Ameritrade and Schwab have agreed that the merger will not close prior
to the earlier of (i) the Court’s ruling on Plaintiff’s Section 203 claim or (ii) September 15, 2020.
TD
Ameritrade will tabulate votes cast on the approval and adoption of the merger agreement at the TD Ameritrade special meeting
pursuant to the voting condition set forth in the merger agreement as well as the 662/3% voting standard contemplated
by Section 203. TD Ameritrade will publicly announce the voting results following the completion of the TD Ameritrade special
meeting based on the voting condition set forth in the merger agreement as well as the Section 203 voting standard.
The
joint proxy statement/prospectus is hereby amended and supplemented on page 95 by adding the following after the first full paragraph
under the section titled “—Required Vote”:
On
May 12, 2020, a putative class action complaint challenging the merger was filed in the Delaware Court of Chancery. The complaint
is captioned Hawkes v. Bettino et al., case number 2020-0306-PAF, and names as Defendants each member of the TD
Ameritrade board of directors who was on the TD Ameritrade board of directors when the merger agreement was approved, TD Bank
and Schwab. Among other things, the complaint asserts a claim against such directors alleging that the merger violates Section
203. The complaint alleges that, prior to the time that the TD Ameritrade board of directors approved the merger agreement and
the transactions contemplated thereby, including the merger and the TD Bank voting agreement, Schwab and TD Bank had reached an
“agreement, arrangement or understanding” with respect to the voting of TD Bank’s shares of TD Ameritrade common
stock in favor of the merger in exchange for an amendment and extension of the insured deposit account agreement, thereby causing
Schwab to become the “owner” of those shares and an “interested stockholder” under, and subject to the
restriction on business combinations set forth in, Section 203. Under Section 203, if Schwab became an interested stockholder
prior to the TD Ameritrade board approval, TD Ameritrade cannot complete a business combination with Schwab, including the merger,
for a period of three years following the time that Schwab became an interested stockholder unless the business combination is
approved by the TD Ameritrade board of directors and authorized by the TD Ameritrade stockholders by the affirmative vote of at
least 662/3% of the outstanding TD Ameritrade common stock (other than shares of TD Ameritrade common stock deemed
owned by Schwab under Section 203, including the shares owned by TD Bank as alleged in the complaint). The Plaintiff asserts that
if Schwab is determined to have become an interested stockholder under Section 203 prior to the TD Ameritrade board approval,
the merger will be subject to Section 203’s restriction on business combinations because the voting condition set forth
in the merger agreement to which the merger is subject would not satisfy the requirement in Section 203(a)(3) that a transaction
with an interested stockholder be approved by the affirmative vote of at least 662/3% of the outstanding voting stock
which is not owned by the interested stockholder under Section 203. The Plaintiff also alleges various breach of fiduciary duty
and other claims against certain Defendants.
The
Defendants and TD Ameritrade disagree with the Plaintiff’s allegation that Schwab and TD Bank entered into any agreement,
arrangement or understanding within the meaning of Section 203 prior to the TD Ameritrade board approval of the merger agreement
and the transactions contemplated thereby, including the merger, the TD Bank voting agreement, and the amendment and extension
of the insured deposit account agreement, and disagree that Schwab became an interested stockholder under Section 203 prior to
the time of such board approval. The Defendants and TD Ameritrade also disagree with the Plaintiff’s other allegations and
assertions for multiple reasons. The complaint seeks to enjoin the TD Ameritrade stockholder vote on and consummation of the merger
and seeks an award of damages. The Defendants intend to defend vigorously against the claims alleged in the complaint, including
the Section 203 claim, and believe that the claims are without merit.
On
May 12, 2020, the Plaintiff also filed (i) a motion seeking to preliminarily enjoin the TD Ameritrade stockholder vote on the
merger on the grounds that the merger is subject to the business combination restrictions of Section 203, and (ii) a motion for
expedited proceedings, which asked the Court to set a preliminary injunction hearing on his Section 203 claim in advance of the
TD Ameritrade stockholder vote on the merger.
On
May 15, 2020, the Court held a hearing on the Plaintiff’s motion for expedited proceedings. The Court granted the Plaintiff’s
motion for expedited discovery, but declined to hold any injunction hearing on the Plaintiff’s Section 203 claim prior to
the TD Ameritrade special meeting scheduled for June 4, 2020. The Court has indicated that it will schedule a merits hearing on
the Plaintiff’s Section 203 claim for July or August 2020.
If
the Court were to find that Schwab became an interested stockholder prior to the TD Ameritrade board approval within the meaning
of Section 203, then under Section 203 the merger—even if all other closing conditions in the merger agreement were satisfied—could
not be completed for a three year period unless it was authorized by the affirmative vote of at least 662/3% of the
outstanding TD Ameritrade common stock not deemed owned by Schwab under Section 203.
If
Section 203 applies to the merger and the merger is not authorized in accordance with the statute by the affirmative vote of at
least 662/3% of the outstanding TD Ameritrade common stock not deemed owned by Schwab under Section 203 (including,
as alleged in the complaint, treating the outstanding TD Ameritrade common stock owned by TD Bank and its affiliates as “owned”
by Schwab for this purpose) at the TD Ameritrade special meeting, under Section 203, the merger could not be completed. Were that
to occur, TD Ameritrade and Schwab would remain bound by the merger agreement and could determine to re-solicit TD Ameritrade
stockholder authorization and approval of the merger agreement by a vote of at least 662/3% of the outstanding TD Ameritrade
common stock not deemed owned by Schwab under Section 203, or the merger agreement could be terminated under certain circumstances,
including in certain circumstances if the merger has not been completed on or prior to the November 24, 2020 initial end date.
Notwithstanding the Defendants’ and TD Ameritrade’s disagreement with the claims asserted in the complaint and their
belief that Section 203 does not apply to the merger, by way of this joint proxy statement/prospectus, TD Ameritrade is asking
stockholders to approve the merger by the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common
stock not deemed owned by Schwab under Section 203 (including, as alleged in the complaint, treating the outstanding TD Ameritrade
common stock owned by TD Bank and its affiliates as “owned” by Schwab for this purpose), which the Plaintiff has agreed
would moot Plaintiff’s Section 203 claim.
If
the merger receives the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock excluding
the TD Ameritrade shares deemed owned by TD Bank, Schwab and/or their affiliates, the merger will close subject to the other closing
conditions stated herein, even if Section 203 were determined to be applicable to the merger. If the merger does not receive the
affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock excluding the TD Ameritrade shares
deemed owned by TD Bank, Schwab and/or their affiliates, TD Ameritrade and Schwab have agreed that the merger will not close prior
to the earlier of (i) the Court’s ruling on Plaintiff’s Section 203 claim or (ii) September 15, 2020.
TD
Ameritrade will tabulate votes cast on the approval and adoption of the merger agreement at the TD Ameritrade special meeting
pursuant to the voting condition set forth in the merger agreement as well as the 662/3% voting standard contemplated
by Section 203. TD Ameritrade will publicly announce the voting results following the completion of the TD Ameritrade special
meeting based on the voting condition set forth in the merger agreement as well as the Section 203 voting standard.
Section
203 of the DGCL
TD
Ameritrade is a Delaware corporation and is subject to Section 203 of the DGCL. Section 203 prohibits a corporation from engaging
in any “business combination” with an “interested stockholder” for a period of three years after the time
such stockholder became an “interested stockholder” (each term defined below) unless:
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prior
to such stockholder becoming an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the voting stock outstanding (but not the outstanding voting stock owned
by the interested stockholder) those shares owned (i) by persons who are directors and
also officers and (ii) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
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at
or subsequent to such time the business combination is approved by the board of directors
and authorized at an annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least 662/3% of the outstanding voting stock
which is not owned by the interested stockholder.
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Section
203 defines a “business combination” to include, among other transactions, any merger or consolidation of the corporation
with the interested stockholder. Section 203 defines an “interested stockholder” to include any person that is the
owner of 15% or more of the outstanding voting stock of the corporation. Section 203 defines “owner” to include a
person that individually or with or through any of its affiliates or associates: beneficially owns such stock, directly or indirectly;
has the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options,
or otherwise (subject to certain exceptions) or has the right to vote such stock pursuant to any agreement, arrangement or understanding
(subject to certain exceptions); or has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting
(subject to certain exceptions) or disposing of such stock with any other person that beneficially owns, or whose affiliates or
associates beneficially own, directly or indirectly, such stock.
The
joint proxy statement/prospectus is hereby amended and supplemented on page 161 by adding the following after the second paragraph
under the section titled “—Litigation Relating to the Merger”:
On
May 12, 2020, a putative class action complaint challenging the merger was filed in the Delaware Court of Chancery. The complaint
is captioned Hawkes v. Bettino et al., case number 2020-0306-PAF, and names as Defendants each member of the TD
Ameritrade board of directors who was on the TD Ameritrade board of directors when the merger agreement was approved, TD Bank
and Schwab. Among other things, the complaint asserts a claim against such directors alleging that the merger violates Section
203 and that the definitive joint proxy statement/prospectus fails to disclose that the merger does not comply with Section 203,
which the complaint claims is a material omission. The complaint alleges that, prior to the time that the TD Ameritrade board
of directors approved the merger agreement and the transactions contemplated thereby, including the merger and the TD Bank voting
agreement, Schwab and TD Bank had reached an “agreement, arrangement or understanding” with respect to the voting
of TD Bank’s shares of TD Ameritrade common stock in favor of the merger in exchange for an amendment and extension of the
insured deposit account agreement, thereby causing Schwab to become the “owner” of those shares and an “interested
stockholder” under, and subject to the restriction on business combinations set forth in, Section 203. Under Section 203,
if Schwab became an interested stockholder prior to the TD Ameritrade board approval, TD Ameritrade cannot complete a business
combination with Schwab, including the merger, for a period of three years following the time that Schwab became an interested
stockholder unless the business combination is approved by the TD Ameritrade board of directors and authorized by the TD Ameritrade
stockholders by the affirmative vote of at least 662/3% of the outstanding TD Ameritrade common stock (other than shares
of TD Ameritrade common stock deemed owned by Schwab under Section 203, including the shares owned by TD Bank as alleged in the
complaint).
The
Defendants and TD Ameritrade disagree with the Plaintiff’s allegation that Schwab and TD Bank entered into any agreement,
arrangement or understanding within the meaning of Section 203 prior to the TD Ameritrade board approval of the merger agreement
and the transactions contemplated thereby, including the merger, the TD Bank voting agreement, and the amendment and extension
of the insured deposit account agreement, and disagree that Schwab became an interested stockholder under Section 203 prior to
the time of such board approval. The Defendants and TD Ameritrade also disagree with the Plaintiff’s other allegations and
assertions for multiple reasons. The complaint also alleges claims for breach of fiduciary duty against members of the TD Ameritrade
board of directors who the Plaintiff alleges are affiliated with TD Bank and against TD Bank as TD Ameritrade’s alleged
controlling stockholder, relating to the insured deposit account agreement entered into between Schwab and TD Bank. The complaint
further alleges a claim against Schwab for aiding and abetting breaches of fiduciary duty. The complaint seeks to enjoin the TD
Ameritrade stockholder vote on and consummation of the merger and seeks an award of damages. The Defendants intend to defend vigorously
against the claims alleged in the complaint and believe that the claims are without merit.
On
May 12, 2020, the Plaintiff also filed (i) a motion seeking to preliminarily enjoin the TD Ameritrade stockholder vote on the
merger on the grounds that the merger is subject to the business combination restrictions of Section 203, and (ii) a motion for
expedited proceedings, which asked the Court to set a preliminary injunction hearing on his Section 203 claim in advance of the
TD Ameritrade stockholder vote on the merger. On May 15, 2020, the Court held a hearing on the Plaintiff’s motion for expedited
proceedings. The Court granted the Plaintiff’s motion for expedited discovery, but declined to hold any injunction hearing
on the Plaintiff’s Section 203 claim prior to the TD Ameritrade special meeting scheduled for June 4, 2020. The Court has
indicated that it will schedule a merits hearing on the Plaintiff’s Section 203 claim for July or August 2020.