According to the complaint, defendants made false statements and/or concealed that TD Bank failed to disclose material information to the market that it had deficient internal controls that posed a significant risk to the closing of the First Horizon transaction. Specifically, TD Bank suffered from grossly ineffective internal controls regarding anti-money laundering practices and failed to appropriately report unusual transactions or suspicious activity to U.S. regulators. According to a report published by The Wall Street Journal, in “recent years,” TD Bank only “flagged 28 customer transactions” as suspicious. As a result, the Office of the Comptroller of the Currency and the U.S. Federal Reserve refused to approve the transaction within the necessary time frames.