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TD Ameritrade is headquartered in Omaha. The HQ location choice is not driven by existing Ameritrafe footprint, or by the merger itself. The FAQ is simply addre

TD Ameritrade is headquartered in Omaha. The HQ location choice is not driven by existing Ameritrafe footprint, or by the merger itself. The FAQ is simply addressing what will be, not starting that there was a cause and effect because of the proposed merger. Also, Schwab was already reducing SF headcount for years. Also, afaik the merger is still in the prices of regulatory review. All this being said, the merger likely gives a tactical opportunity to move HQ out of state without triggering a governmental review of some kind by pairing it with the merger event.

cortesoft 7y ago
Why would the government review a headquarters move?
- hailwren 7y ago
  States and cities often give large corporations preferential treatment to maintain a footprint there. I'm not sure if this is the case for Schwab/SF, but if they are getting a break then announcing a move might be a time for SF/California to start clawing back benefits.
- jdavis703 7y ago
  It sounds like they'll be keeping a sizable amount of staff in SF still. SF has a gross receipts tax on certain companies with HQ's in the city. As such auditors will want to ensure this isn't just a tax avoidance gimmick. By pairing this move with an acquisition Charles Schwab has a stronger defense against such an accusation.
  - blackflame 7y ago
    When will the people of SF learn you cannot tax yourself to prosperity
    - godzillabrennus 7y ago
      When they move to Texas.
      - cjsplat 7y ago
        Where they will learn that Texas government pays for itself with oil and gas extraction taxes, which don't exist in California.
        _-david-_ 7y ago
        The Bay Area pays for itself with the tech industry.
        blackflame 7y ago
        No, the Bay Area rides on the coattails of tech. Severs can be anywhere and the second they decide Nevada (Cough Oracle) is cheaper, good by to all the money financing the impractical public policy. Humans are naturally selfish and greedy. That is fundamentally incompatible with any socialization of sufficient size
        scurvy 7y ago
        Texas and the oil industry are one and the same, fully intertwined. God help the poor soul that owns land where a private oil company wants to build a pipeline or plant. Said land will be instantly seized by the company under eminent domain laws and the owner will get a pittance in return. If you're cool with that, then Texas is a great place for you to live. While this article is about Louisiana, the same laws (and practices) exist in Texas: https://www.nola.com/news/environment/article_75b4ff32-0d87-11ea-bd8f-1f9e52f23b31.html https://www.nola.com/news/environment/article_75b4ff32-0d87-...
        Keverw 7y ago
        Yeah. Sadly you never really own your house. Even after you payoff the mortgage, which many won't because they always refinance and consolidate loans. But even if you do end up paying off the mortgage, then you have to pay rent to the government, which who knows when your neighborhood will be torn down to build a highway or high speed rail project. Then if you own the land, you don't even own the water, oil or whatever else might be under it. Remember abou a decade ago seeing something where a guy was disputing the county in Oregon over water rights, and they even illegally entered his property with no warrants or anythings.
  - throwGuardian 7y ago
    Tax avoidance "scam". Moving to Texas to reduce taxes, especially SF taxes which are basically useless to the payer [1], [2] is a "scam"? What's the legal framework preventing moves out of SF? Is it indentured slavery to the city council if you ever open an office in SF? [1]: https://www.newsweek.com/san-francisco-district-attorney-public-urination-prostitution-not-prosecute-1471475 https://www.newsweek.com/san-francisco-district-attorney-pub... [2]: https://www.forbes.com/sites/adamandrzejewski/2019/04/15/mapping-san-franciscos-human-waste-challenge-132562-case-reports-since-2008/#1abf7a985ea5 https://www.forbes.com/sites/adamandrzejewski/2019/04/15/map...
    - jdavis703 7y ago
      The problem is perception. If a company seems to only move their headquarters in name only (IOW most of the staff still stays in SF), then that seems sketchy. If they make a clean separation and shutdown their SF presence, that doesn't appear as dodgy. And these companies are not just moving to Texas. I live in Oakland, CA and many of these companies are relocating here. I don't care if they leave SF, but if they're cheating on their taxes, that's just not right.
      - throwGuardian 7y ago
        How are they "cheating"? It appears like the city is the one cheating, refusing to enforce criminal law, which taxes are paying for. The city is cheating so much that they make some of the highest per capita tax revenue disappear without providing commensurate services Maybe you can mention the statute relevant to HQs? I'm not aware of any
        jdavis703 7y ago
        This was one of the most contentious ballot initiatives for 2018. The text called headquarters "adminstrative offices" FWIW: https://ballotpedia.org/San_Francisco,_California,_Proposition_C,_Gross_Receipts_Tax_for_Homelessness_Services_(November_2018) https://ballotpedia.org/San_Francisco,_California,_Propositi... This measure was pretty well known. It was one of the most controversial local measures in 2018 (even gaining substantial regional coverage: I'm in Oakland not SF and heard a lot about it).
- stjohnswarts 7y ago
  The companies may have contractual obligations to the city. So they'll check and see if the company is violating those.
- mapgrep 7y ago
  It wouldn’t, OP said the government would review the _merger_ - federal antitrust review pretty standard in mergers this large.
rsj_hn 7y ago
There is nothing wrong with moving to a better tax jurisdiction because you want lower taxes. It is perfectly legal, happens all the time, and is not something subject to a 'government review', because firms are expected to optimize their behavior in order to avoid taxes as much as possible, and even legally required to do so if they are to meet their obligations to maximize shareholder value. The whole idea that people change their behavior to avoid taxes is the basis of sin taxes - this is how things are supposed to work.
- wutbrodo 7y ago
  > and even legally required to do so if they are to meet their obligations to maximize shareholder value. This is a solid comment overall, but I really wish this particular widespread canard would die already. It's flatly untrue, the kind of myth that lives on because there are so many people who aren't capable of processing the benefits and costs of corporations and treat them as one-dimensional boogeymen out of a children's bedtime story. (to be clear, that doesn't appear to be the case for you).
  - rsj_hn 7y ago
    It is not a canard. The purpose of a corporation is going to be specified in the corporate charter, and while some corporations are non-profits or have explicit charitable requirements, most have a charter that focuses on maximizing shareholder earnings. Almost no company has a charter that focuses on maximizing taxes paid. That charter is a binding contract that governs the behavior of the officers of the company and shareholders, when they buy shares of a company, do so with their rights and the obligations of officers encoded in that charter. They are not buying blind -- they are buying into that charter. That is a contract that they expect to be followed. The idea that a corporation can do whatever it wants and ignore shareholders is a fashionable myth in some lefty circles and has absolutely no basis in reality or corporate law. If you want to found a corporation whose charter is to help the poor, or to provide high paying secure jobs to workers, you can certainly do that, but then it goes in the charter and if a corporate officer were to start turning the company into a for profit venture she could get sued by the shareholders just as an officer turning a for profit company into a non-profit can get sued. In addition to the legal obligation of abiding by the charter (in the sense that it is a contract and you can get sued for breaching it), most corporate charters are structured in such a way as to allow shareholders certain operational control: to replace board members who they don't believe are acting in their (the shareholder) interest, require shareholder approval for major things like executive pay, issuance of corporate debt, issuance of more stock, etc. This is another way that corporate officers are bound to serve shareholder interests and again these rights are all promised to the shareholder in the charter before they purchase stock, so that a shareholder knows what they are buying and what rights they have. In addition to the daily operational controls that shareholders exercise, the charter also specifies what is necessary to change it -- usually a shareholder majority of some kind. This means if you displease the shareholders, they will sell your stock, lowering your stock price, allowing a hostile shareholder to buy up the company and throw management out and also rewrite the charter. Maybe even take the company private so they become the sole owner of the entire company. All of that is hanging, like a Damocles sword, over management, forcing management to cater to shareholder preferences. If you don't like the current shareholder focus -- and there is a case to be made that we are too focused on the shareholder -- then you can go company by company and propose a vote to amend the current charter, assuming you can get the shareholders to agree -- but what you can't do is pretend that the vast majority of corporate charters aren't structured in such a way as to force corporate officers to maximize shareholder value. They are.
tootie 7y ago
Ameritrade has always been based in Omaha, but the T in TD stands for Toronto. So headquarters locations is a pretty malleable designation.
- scurvy 7y ago
  Yep, and after this the new company will have nothing to do with Canada. Toronto Dominion shares in TD Ameritrade will be cashed out. Though it will be interesting to see if they still get their back end cut like they do now.
- hkmurakami 7y ago
  TD Ameritrade is a subsidiary of TD Bank. Subsidiaries have separate HQs from their owners. See BRKA for other examples.

cortesoft 7y ago

Why would the government review a headquarters move?

hailwren 7y ago
States and cities often give large corporations preferential treatment to maintain a footprint there. I'm not sure if this is the case for Schwab/SF, but if they are getting a break then announcing a move might be a time for SF/California to start clawing back benefits.
jdavis703 7y ago
It sounds like they'll be keeping a sizable amount of staff in SF still. SF has a gross receipts tax on certain companies with HQ's in the city. As such auditors will want to ensure this isn't just a tax avoidance gimmick. By pairing this move with an acquisition Charles Schwab has a stronger defense against such an accusation.
- blackflame 7y ago
  When will the people of SF learn you cannot tax yourself to prosperity
  - godzillabrennus 7y ago
    When they move to Texas.
    - cjsplat 7y ago
      Where they will learn that Texas government pays for itself with oil and gas extraction taxes, which don't exist in California.
      - _-david-_ 7y ago
        The Bay Area pays for itself with the tech industry.
        blackflame 7y ago
        No, the Bay Area rides on the coattails of tech. Severs can be anywhere and the second they decide Nevada (Cough Oracle) is cheaper, good by to all the money financing the impractical public policy. Humans are naturally selfish and greedy. That is fundamentally incompatible with any socialization of sufficient size
      - scurvy 7y ago
        Texas and the oil industry are one and the same, fully intertwined. God help the poor soul that owns land where a private oil company wants to build a pipeline or plant. Said land will be instantly seized by the company under eminent domain laws and the owner will get a pittance in return. If you're cool with that, then Texas is a great place for you to live. While this article is about Louisiana, the same laws (and practices) exist in Texas: https://www.nola.com/news/environment/article_75b4ff32-0d87-11ea-bd8f-1f9e52f23b31.html https://www.nola.com/news/environment/article_75b4ff32-0d87-...
        Keverw 7y ago
        Yeah. Sadly you never really own your house. Even after you payoff the mortgage, which many won't because they always refinance and consolidate loans. But even if you do end up paying off the mortgage, then you have to pay rent to the government, which who knows when your neighborhood will be torn down to build a highway or high speed rail project. Then if you own the land, you don't even own the water, oil or whatever else might be under it. Remember abou a decade ago seeing something where a guy was disputing the county in Oregon over water rights, and they even illegally entered his property with no warrants or anythings.
- throwGuardian 7y ago
  Tax avoidance "scam". Moving to Texas to reduce taxes, especially SF taxes which are basically useless to the payer [1], [2] is a "scam"? What's the legal framework preventing moves out of SF? Is it indentured slavery to the city council if you ever open an office in SF? [1]: https://www.newsweek.com/san-francisco-district-attorney-public-urination-prostitution-not-prosecute-1471475 https://www.newsweek.com/san-francisco-district-attorney-pub... [2]: https://www.forbes.com/sites/adamandrzejewski/2019/04/15/mapping-san-franciscos-human-waste-challenge-132562-case-reports-since-2008/#1abf7a985ea5 https://www.forbes.com/sites/adamandrzejewski/2019/04/15/map...
  - jdavis703 7y ago
    The problem is perception. If a company seems to only move their headquarters in name only (IOW most of the staff still stays in SF), then that seems sketchy. If they make a clean separation and shutdown their SF presence, that doesn't appear as dodgy. And these companies are not just moving to Texas. I live in Oakland, CA and many of these companies are relocating here. I don't care if they leave SF, but if they're cheating on their taxes, that's just not right.
    - throwGuardian 7y ago
      How are they "cheating"? It appears like the city is the one cheating, refusing to enforce criminal law, which taxes are paying for. The city is cheating so much that they make some of the highest per capita tax revenue disappear without providing commensurate services Maybe you can mention the statute relevant to HQs? I'm not aware of any
      - jdavis703 7y ago
        This was one of the most contentious ballot initiatives for 2018. The text called headquarters "adminstrative offices" FWIW: https://ballotpedia.org/San_Francisco,_California,_Proposition_C,_Gross_Receipts_Tax_for_Homelessness_Services_(November_2018) https://ballotpedia.org/San_Francisco,_California,_Propositi... This measure was pretty well known. It was one of the most controversial local measures in 2018 (even gaining substantial regional coverage: I'm in Oakland not SF and heard a lot about it).
stjohnswarts 7y ago
The companies may have contractual obligations to the city. So they'll check and see if the company is violating those.
mapgrep 7y ago
It wouldn’t, OP said the government would review the _merger_ - federal antitrust review pretty standard in mergers this large.

rsj_hn 7y ago

There is nothing wrong with moving to a better tax jurisdiction because you want lower taxes. It is perfectly legal, happens all the time, and is not something subject to a 'government review', because firms are expected to optimize their behavior in order to avoid taxes as much as possible, and even legally required to do so if they are to meet their obligations to maximize shareholder value. The whole idea that people change their behavior to avoid taxes is the basis of sin taxes - this is how things are supposed to work.

wutbrodo 7y ago
> and even legally required to do so if they are to meet their obligations to maximize shareholder value. This is a solid comment overall, but I really wish this particular widespread canard would die already. It's flatly untrue, the kind of myth that lives on because there are so many people who aren't capable of processing the benefits and costs of corporations and treat them as one-dimensional boogeymen out of a children's bedtime story. (to be clear, that doesn't appear to be the case for you).
- rsj_hn 7y ago
  It is not a canard. The purpose of a corporation is going to be specified in the corporate charter, and while some corporations are non-profits or have explicit charitable requirements, most have a charter that focuses on maximizing shareholder earnings. Almost no company has a charter that focuses on maximizing taxes paid. That charter is a binding contract that governs the behavior of the officers of the company and shareholders, when they buy shares of a company, do so with their rights and the obligations of officers encoded in that charter. They are not buying blind -- they are buying into that charter. That is a contract that they expect to be followed. The idea that a corporation can do whatever it wants and ignore shareholders is a fashionable myth in some lefty circles and has absolutely no basis in reality or corporate law. If you want to found a corporation whose charter is to help the poor, or to provide high paying secure jobs to workers, you can certainly do that, but then it goes in the charter and if a corporate officer were to start turning the company into a for profit venture she could get sued by the shareholders just as an officer turning a for profit company into a non-profit can get sued. In addition to the legal obligation of abiding by the charter (in the sense that it is a contract and you can get sued for breaching it), most corporate charters are structured in such a way as to allow shareholders certain operational control: to replace board members who they don't believe are acting in their (the shareholder) interest, require shareholder approval for major things like executive pay, issuance of corporate debt, issuance of more stock, etc. This is another way that corporate officers are bound to serve shareholder interests and again these rights are all promised to the shareholder in the charter before they purchase stock, so that a shareholder knows what they are buying and what rights they have. In addition to the daily operational controls that shareholders exercise, the charter also specifies what is necessary to change it -- usually a shareholder majority of some kind. This means if you displease the shareholders, they will sell your stock, lowering your stock price, allowing a hostile shareholder to buy up the company and throw management out and also rewrite the charter. Maybe even take the company private so they become the sole owner of the entire company. All of that is hanging, like a Damocles sword, over management, forcing management to cater to shareholder preferences. If you don't like the current shareholder focus -- and there is a case to be made that we are too focused on the shareholder -- then you can go company by company and propose a vote to amend the current charter, assuming you can get the shareholders to agree -- but what you can't do is pretend that the vast majority of corporate charters aren't structured in such a way as to force corporate officers to maximize shareholder value. They are.

tootie 7y ago

Ameritrade has always been based in Omaha, but the T in TD stands for Toronto. So headquarters locations is a pretty malleable designation.

scurvy 7y ago
Yep, and after this the new company will have nothing to do with Canada. Toronto Dominion shares in TD Ameritrade will be cashed out. Though it will be interesting to see if they still get their back end cut like they do now.
hkmurakami 7y ago
TD Ameritrade is a subsidiary of TD Bank. Subsidiaries have separate HQs from their owners. See BRKA for other examples.