You or someone in your family may have purchased the U.S.-traded common stock of TD (NYSE: TD) between December 3, 2015 and March 9, 2017 (the “Settlement Class Period”).
The Court directed that the Short Form Notice be sent to Settlement Class Members because they have a right to know about the proposed Settlement of this class-action lawsuit and about all of their options before the Court decides whether to approve the Settlement. The Court entered an Order and Final Judgment on October 4, 2019 approving the Settlement (available here); after objections and appeals—if any—are resolved, the Claims Administrator appointed by the Court will make the payments provided for in the Settlement.Back To Top
This case is known as In re Toronto-Dominion Bank Securities Litigation, Case No. 1:17-cv-01665-NLH-JS (the “Action”). The United States District Court for the District of New Jersey is in charge of the Action and the case has been overseen by the Honorable Noel L. Hillman.
This Action brings claims against Defendants for violations of provisions of the Securities Exchange Act of 1934 (the “Exchange Act”). The First Amended Class Action Complaint (“FAC”) alleges, among other things, that Defendants made misrepresentations and/or omissions of material fact in public statements to the investing public regarding TD’s strong risk management, solid organic growth, and surging Canadian Retail segment. It further alleges that TD corporate headquarters dictated an environment that prompted TD employees throughout the Canadian Retail Segment to engage in alleged misconduct, such as concealing or misrepresenting product terms, investing customer funds into unsuitable products, and placing customers without consent into certain accounts, unauthorized overdraft protection, unauthorized credit cards or increased borrowing limits, unauthorized mortgage insurance, and loans or lines of credit for which they did not qualify. The FAC alleges that, among other things, this conduct was not known to investors, violated TD’s Code of Conduct and Ethics and exceeded TD’s articulated risk appetite, and was contrary to law. It also alleges that the Individual Defendants simultaneously engaged in significant insider stock sales while TD announced sizable offerings. The FAC further alleges that revelation of Defendants’ alleged fraud caused a statistically significant stock decline, thereby injuring Plaintiffs and the Settlement Class of investors. Defendants have consistently denied, and continue to deny, all of these allegations and deny they have committed any act or omission giving rise to any liability or violation of the law.Back To Top
Classes are generally used in lawsuits that affect a large number of individuals. A class action consolidates into a single action all of the claims of individuals allegedly harmed by the same conduct or course of conduct in the same period of time, thus removing the need for members of the class to file their own individual lawsuits to separately seek to recover for the harm alleged. Once the class is certified, the Court is empowered to resolve all issues on behalf of members of the class, except for those class members, if any, who specifically choose to exclude themselves from the class.
As part of the preliminary approval process, Plaintiffs asked the Court to certify a class for settlement purposes only. The Settlement Class consists of all persons or entities who purchased, or otherwise acquired, the U.S.-traded common stock of TD (NYSE: TD) between December 3, 2015 and March 9, 2017, both dates inclusive. Excluded from the Settlement Class are Defendants; members of their immediate families and their affiliates; any executive officer or director of TD during the Settlement Class Period; any entity in which any Defendants have a controlling or partnership interest during the Settlement Class Period; the judges presiding over the Action and the immediate family members of such judges; counsel of record in this Action; and the successors, heirs, and assigns of any excluded persons and/or entities referenced above. Per terms of the Stipulation, Defendants shall assist in identifying the persons and entities to be excluded from the Settlement Class.Back To Top
This Action has not gone to trial, and the Court has not decided in favor of either side. Instead, legal counsel for all the parties participated in an all-day mediation before an experienced mediator and, after further negotiations thereafter, the Parties agreed to and memorialized the Settlement to avoid the costs and risks of further litigation.
Plaintiffs and Lead Counsel believe that the Settlement is in the Settlement Class Members’ best interest and provides them with a substantial benefit now, instead of engaging in years of further uncertain and expensive litigation—including Defendants’ motion to certify for interlocutory appeal the Court’s Order granting in part and denying in part Defendants’ motion to dismiss Plaintiffs’ claims (pending as of the date the parties agreed to settle); Plaintiffs’ class certification motion (also pending when the parties settled), which Defendants would oppose; likely discovery disputes, including Defendants’ anticipated motion for a protective order to shield production of certain materials under a claim of privilege under Canadian law; the parties’ cross-motions for summary judgment; pre-trial motions and a lengthy trial; likely appeals; and attempts to enforce any judgment—much of which could result in Plaintiffs receiving no recovery at all. By settling the Action with the Defendants at this point, Plaintiffs are not admitting that the Action lacked merit, or that the Settlement Class’s ultimate recovery would not have been greater than the Settlement Amount had litigation continued. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by the Plaintiffs or the Settlement Class Members that any of their claims lack merit; that any defenses asserted by any of the Defendants in the Action have any merit; or that damages recoverable in the Action would not have exceeded the Settlement Fund.
Defendants have denied, and continue to deny, that they have committed any act or omission giving rise to any liability or violation of the law. Each Defendant has denied, and continues to deny, all of the claims and contentions alleged in the Action and all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action. Defendants have asserted, and continue to assert, that their conduct was at all times proper and in compliance with all applicable provisions of law and that they have meritorious defenses to all of the claims alleged in the Action. Neither the Settlement nor any of the terms of the Stipulation shall constitute an admission or finding of any fault, liability, wrongdoing, or damage, or any infirmity in the defenses that Defendants have, or could have, asserted. Defendants entered into the Stipulation solely to eliminate the uncertainty, burden, and expense of further protracted litigation. Taking into account the uncertainty and risks inherent in any litigation, especially complex cases such as this one, and the projected litigation costs, Defendants concluded that, rather than engaging in further protracted, burdensome, and expensive litigation of the Action, the best course was to fully and finally settle the Released Claims on the terms set forth in the Stipulation.
The Settlement must be compared to the risk of no recovery after contested dispositive motions, trial, and likely appeals. A trial is a risky proposition. The claims in the Action involve numerous complex legal and factual issues, many of which would require expert testimony. The Parties disagree on both liability and damages, and do not agree on the average amount of damages per share, if any, that would be recoverable if Plaintiffs were to have prevailed on each claim alleged against the Defendants. Among their many other disagreements are: (1) whether the Defendants violated the securities laws or otherwise engaged in wrongdoing; (2) whether the misrepresentations and omissions alleged by the Plaintiffs were material, false, misleading or otherwise actionable; (3) the extent (if any) that the alleged misrepresentations and omissions influenced TD’s stock price during the Settlement Class Period; and (4) the method for determining whether, and the extent to which, purchasers of TD stock suffered injury and damages that could be recovered at trial.Back To Top
The Settlement Class includes all persons or entities who purchased or otherwise acquired the U.S.-traded common stock of TD (NYSE: TD) between December 3, 2015 and March 9, 2017, both dates inclusive.
The Settlement encompasses only transactions in TD’s U.S.-traded stock. Any transactions in TD stock on a non-U.S. exchange, such as the Toronto Stock Exchange (TSX), are excluded.Back To Top
Yes. You are not a member of the Settlement Class if you did not purchase or otherwise acquire U.S.-traded TD stock on or between December 3, 2015 and March 9, 2017, inclusive. If you purchased or otherwise acquired U.S.-traded TD stock some other time, or did not purchase it at all, you are not included within the Settlement Class.
You are also not a member of the Settlement Class if you are on the list of persons and entities that are specifically excluded from it (see FAQ 3).Back To Top
If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 877-830-7922 or at info@TorontoDominionSecuritiesSettlement.com, for more information.Back To Top
In exchange for the Settlement and release of the Released Claims (as defined in the Long Form Notice) as well as dismissal of the Action, Defendants have agreed to pay, or cause to be paid, thirteen million two hundred fifty thousand U.S. dollars (USD $13,250,000.00) to be divided, after payment of Court-approved attorneys’ fees and expenses, the costs of claims administration including the costs of printing and mailing the Notice and the cost of publishing notice, any compensatory award granted to Plaintiffs, and Taxes and Tax Expenses (the “Net Settlement Fund”), pro rata among all Settlement Class Members who send in a valid Proof of Claim and Release Form.Back To Top
At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.
Your share of the Net Settlement Fund will depend on several factors, including the following: how many Settlement Class Members submit timely and valid Proof of Claim and Release Forms; the total Recognized Losses represented by the valid Proof of Claim and Release Forms that the Settlement Class Members send in; your Recognized Losses, based on the number of U.S.-traded TD common shares you purchased during the Settlement Class Period, how much you paid for them, when you purchased them, and, if you sold them, when and for how much you sold them.
By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss. It is unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their Proof of Claim and Release Forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses. See the Plan of Allocation located at the end of the Long Form Notice for more information.Back To Top
To qualify for a payment, you must have submitted a timely Proof of Claim and Release Form pursuant to the Court’s Order and Final Judgment. All Proofs of Claim submitted by Settlement Class Members that were received up to and including October 3, 2019 shall be considered timely and shall be evaluated to determine whether they are otherwise valid.Back To Top
It is not possible at this time to determine when the Settlement proceeds will be distributed to eligible Settlement Class Members.
The Court held a Settlement Hearing on October 3, 2019 to decide whether to approve the Settlement. On October 4, 2019 the Court entered an Order and Final Judgment finding, among other things, that the Settlement was fair, reasonable, and adequate and in the best interests of the Settlement Class (you can view the Order and Final Judgment here). Please note that there may still be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proof of Claim and Release Forms to be processed, including the process of identifying and attempting to cure defects in Proofs of Claim that were submitted by Settlement Class members. Please be patient.Back To Top
Unless you timely excluded yourself, you will remain a Settlement Class Member and will be bound by the Release of claims against the Defendants and the Released Parties. That means you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or the Released Parties about the Released Settlement Class Claims in this Action. It also means that all of the Court’s orders will apply to you and legally bind you, and you will release your claims in this Action against the Defendants and the Released Parties. The terms of the Release were included in the Proof of Claim and Release Form.Back To Top
To exclude yourself from the Settlement, you must have mailed your request for exclusion so that it was received no later than September 12, 2019 to be deemed as a valid request, unless the Court determines otherwise.Back To Top
No. Unless you excluded yourself from the Settlement Class, you give up any rights to sue the Defendants and the other Released Parties for the Released Settlement Class Claims. The meaning of Released Settlement Class Claims and claims that are excluded were included in the Proof of Claim and Release Form, as well as in the Stipulation, available here. If you have a pending lawsuit against the Defendants or other Released Parties based on the Released Settlement Class Claims, speak to your lawyer in that case immediately. To exclude yourself from the Settlement, you must have mailed your request for exclusion so that it was received no later than September 12, 2019 to be deemed as a valid request, unless the Court determines otherwise.Back To Top
No. If you excluded yourself, you may not send in a Proof of Claim and Release Form to ask for any money from this Settlement.Back To Top
The Court ordered that the law firm of Pomerantz LLP shall represent the Settlement Class Members, including you. These lawyers are called Lead Counsel. You will not be personally liable for the fees and expenses incurred by these lawyers, which will be paid from the Settlement Fund, as approved by the Court. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Lead Counsel has litigated this Action since March 2017 on a wholly contingent basis, meaning that they have not been paid any attorneys’ fees for the time devoted to the lawsuit, nor have they been reimbursed their out-of-pocket expenses incurred during that time period. As such, as part of the Settlement approval process, Lead Counsel will move the Court for an award of attorneys’ fees in an amount not greater than thirty-three and 1/3 percent (33.3%) of the Settlement Fund and for out-of-pocket expenses in an amount not to exceed two hundred seventy-five thousand U.S. dollars (USD $275,000.00) in connection with the litigation, plus interest earned on such fees and expenses. The Court will decide whether to grant this request, and, if it is granted, how much to award Lead Counsel. Such sums as may be approved by the Court will be paid from the Settlement Fund.
On September 13, 2019 Lead Counsel filed a motion with the Court for approval of the Settlement, the Plan of Allocation, the request for attorneys’ fees and reimbursement of expenses, and the request for compensatory awards to both of the Plaintiffs of up to thirty thousand U.S. dollars (USD $30,000.00) total, or fifteen thousand U.S. dollars (USD $15,000.00) apiece (available here).
Lead Counsel believes that the requested attorneys’ fees are warranted in light of its efforts, and those of other counsel in support, on a wholly contingent basis, to investigate the underlying claims, to work with a private investigator and a damages analyst, to file initial and amended complaints, to litigate and largely defeat Defendants’ motion to dismiss, to fully brief and oppose Defendants’ motion seeking an interlocutory appeal of the Court’s Order on the motion to dismiss, to negotiate and paper a case management and discovery plan, to serve initial disclosures, to propound initial requests for documents and interrogatories in discovery, to file a motion seeking production of certain materials TD produced to Canadian regulators and to analyze TD’s production upon receipt, to analyze TD’s initial privilege logs and to negotiate supplementation thereof, to review TD’s supplemental privilege logs, to file a detailed motion package seeking certification of the class of investors, to attend a multi-hour status conference with the Court to discuss and negotiate the schedule for the litigation, to prepare a detailed mediation statement, to mediate the dispute for a full day before an experienced mediator, and thereafter to negotiate the Settlement and work to paper it in an MOU and then a Stipulation, and submit it to the Court for necessary approvals. Lead Counsel’s motion argued that the requested fees are well within the range of fees awarded to class counsel under similar circumstances in other cases of this type and are reasonable when compared against Lead Counsel’s actual time devoted to the litigation of the Action at the applicable billing rates of Lead Counsel’s attorneys and paralegals. On October 4, 2019, the Court entered an Order and Final Judgment awarding Lead Counsel’s requested fees and expenses.Back To Top
The deadline to object has passed. Your objection must have been received no later than September 12, 2019.Back To Top
Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class and do not want to seek a payment from the Settlement Fund. If you exclude yourself, you have no basis to object because the case no longer affects you.Back To Top
The Court held a Settlement Hearing on October 3, 2019. On October 4, 2019, the Court entered an Order and Final Judgment finding, among other things, that the Settlement was fair, reasonable, and adequate and in the best interests of the Settlement Class (you can view the Order and Final Judgment here).Back To Top
No, you did not have to attend the Settlement Hearing. The Court considered all submissions, even if a Settlement Class Member did not attend the hearing.Back To Top
The Settlement Fairness Hearing was held on October 3, 2019.Back To Top
If you do nothing, all of your claims against the Defendants and the Released Parties will be released, but you will not receive any money from this Settlement, because it was necessary to submit a timely Proof of Claim and Release Form, with appropriate supporting documentation, to share in the Settlement proceeds.Back To Top
The Long Form Notice summarizes the proposed Settlement. More details are in the Stipulation. The Stipulation is the controlling document describing the proposed Settlement and its terms govern anything to the contrary in the Notice. You can get a copy of the Stipulation and obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 877-830-7922 or by downloading it from this website here.Back To Top
For even more detailed information concerning the matters involved in this Action, reference is made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court, and to the other papers filed in the Action, which are posted on this website here.Back To Top
A Recognized Loss will be calculated for each share of U.S.-traded TD common stock (NYSE: TD) purchased or otherwise acquired during the Settlement Class Period. The calculation of Recognized Loss will depend upon several factors, including when shares of U.S.-traded TD common stock were purchased or otherwise acquired during the Settlement Class Period, and in what amounts, and whether those shares were sold, and if sold, when they were sold, and for what amounts.
The Plan of Allocation, located at the end of the Long Form Notice, can be found here.Back To Top
The CUSIP for the Settlement Class Period is 891160509. The ticker symbol from between December 3, 2015 and March 9, 2017 was TD.
The Settlement encompasses only transactions in TD’s U.S.-traded stock. Any transactions in TD stock on a non-U.S. exchange, such as the Toronto Stock Exchange (TSX), are excluded.Back To Top
Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction. Stock certificates may be used to support the amount of shares held at the beginning or end of the class period, but they are not evidence for when and how much the shares were purchased.
If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.
We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.Back To Top