On March 29, 2007, Vice Chancellor Stephen P. Lamb of the Court of Chancery of the State of Delaware issued a ruling from the bench denying motions by proposed intervenors to a purported class action. Plaintiffs brought the action on behalf of the shareholders of TD Banknorth, Inc. ("TD Banknorth") after the announcement that TD Banknorth had entered into a merger agreement with The Toronto-Dominion Bank ("TDBFG"), represented by Simpson Thacher. The proposed intervenors sought to be appointed lead plaintiffs in the action, take discovery on an expedited basis, and obtain a preliminary injunction preventing the shareholder vote on the proposed merger, scheduled for next month.
Plaintiffs filed six suits in Delaware, where TD Banknorth is incorporated, on November 20, 2006, and lead counsel was appointed. The proposed intervenors, represented by the Lerach firm, filed a suit approximately two weeks later in the state of Maine, where TD Banknorth's headquarters are located. After taking expedited discovery in Maine, including 11 depositions and the production of 9,000 pages of documents in less than one month, the proposed intervenors offered to stay their action in Maine on the eve of a hearing at which their claims may have been dismissed.
Two weeks after requesting the stay in Maine, the proposed intervenors sought to enter the Delaware action to replace Plaintiffs' lead counsel, have their complaint become the operative complaint in the case, obtain additional expedited discovery, and enjoin the shareholders' meeting. The proposed intervenors challenged the adequacy of disclosure made in TD Banknorth's proxy, as well as the adequacy of plaintiffs' counsel in light of the settlement agreement executed among plaintiffs, TD Banknorth, and TDBFG. Vice Chancellor Lamb held that all of the proposed intervenors' motions should be denied based on the intervenors' decision to pursue their claims in Maine and delay appearing in Delaware.
The STB litigation team consisted of Michael Chepiga, Lynn Neuner, Paul Gluckow, Elaine Divelbliss, Dan Tabak, Ronnell Wilson, Sarah Dunn, Sarah Davis, Leah Threatte, Jordan Ast, Patrick Smith and Candace Clinton. Lee Meyerson, Ellen Patterson, and Irina Petrova provided invaluable assistance from the Corporate Department.