An investigation on behalf of investors, who currently hold shares of TD Ameritrade Holding Corporation (NASDAQ: AMTD), was announced concerning whether the takeover of TD Ameritrade Holding Corporation is unfair to NASDAQ: AMTD stockholders.

The investigation by a law firm concerns whether certain officers and directors of TD Ameritrade Holding Corporation breached their fiduciary duties owed to NASDAQ: AMTD investors in connection with the proposed acquisition.

Omaha, NE based TD Ameritrade Holding Corporation provides securities brokerage and related technology-based financial services to retail investors and traders, and independent registered investment advisors (RIAs) in the United States. On November 25, 2019, the Charles Schwab Corporation (Schwab) and TD Ameritrade Holding Corporation (TD Ameritrade) announced that they have entered into an agreement for Schwab to acquire TD Ameritrade in an all-stock transaction valued at approximately $26 billion. Under the agreement, TD Ameritrade stockholders will receive 1.0837 Schwab shares for each TD Ameritrade share. Based on Charles Schwab 's closing stock price on November 20, 2019, the consideration to be received by TD Ameritrade stockholders is $48.50 per share.

However, given that at least one analyst has set the high target price for NASDAQ: AMTD at $63.00 per share, the investigation concerns whether the offer is unfair to NASDAQ: AMTD stockholders.

In addition, given that TD Bank and certain stockholders of TD Ameritrade (who collectively own approximately 52% of the TD Ameritrade shares), and certain stockholders associated with Charles R. Schwab (who own approximately 10% of the Schwab shares), have already agreed to vote their shares in favor of the transaction, the investigation concerns whether the TD Ameritrade Holding Corporation Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

TD Ameritrade Holding Corporation reported that its Total Revenue rose from over $5.34 billion for the 12 months period that ended on September 30, 2018 to over $5.87 billion for the 12 months period that ended on September 30, 2019 and that its Net Income over those respective time periods increased from over $1.47 billion to over $2.2 billion.

Shares of TD Ameritrade Holding Corporation (NASDAQ: AMTD) closed on December 10, 2019, at $51.33 per share.