TD Ameritrade investors pressure board to remove Toronto-Dominion's influence

By Lisa Kerner

Charlotte, N.C., June 28 - JANA Partners LLC and S.A.C. Capital Advisors, LLC asked TD Ameritrade Holding Corp. to let its independent directors lead the board's discussions regarding strategic combinations.

The move is designed to prevent Toronto-Dominion Bank director designees from playing a significant role in such discussions, according to a JANA news release.

"Specifically, we believe that Toronto-Dominion chief executive officer and TD Ameritrade board member W. Edmund Clark has been allowed to play a significant role in such discussions, which we believe undermines the integrity of the process given the clear conflicts between Toronto-Dominion's strategic interest in TD Ameritrade and the interests of all other stockholders," the investors wrote in a letter to the board.

The funds managed by JANA and SAC also requested "books and records related to the board's exploration of possible strategic transactions, including Toronto-Dominion's influence on this process."

On June 8, JANA and SAC asked TD Ameritrade to create a special committee "free from influence" to explore strategic combinations for TD Ameritrade.

The investors, in a May 29 letter, claimed that conflicts of interest on the board, specifically with the company's largest shareholder, Toronto-Dominion, were preventing TD Ameritrade from exploring opportunities.

TD Ameritrade is an Omaha securities brokerage services and technology-based financial services company.

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