thinkorswim
note: thinkorswim is currently available for u. s. margin accounts only .
in 1999, thinkorswim, inc. was founded as an online brokerage specializing in options .
in february 2007, investools merged with thinkorswim, and in june 2008, the group adopted the name of its brokerage subsidiary, thinkorswim, for its corporate identity, changing the listed holding company' s name from investools, inc. to thinkorswim group inc. [ 5 ]
in 2000, lee barba, now the ceo of thinkorswim, started as ceo with telescan .
analyze, strategize, and trade with advanced features from our pro - level trading platform, thinkorswim .
optimizations for a better, faster, stronger, thinkorswim mobile experience. peace, love, and happy trading
thinkorswim is not regulated by the financial industry regulatory authority (finra), a self - regulatory body .
optimizations for a better, faster, stronger, thinkorswim mobile experience. peace, love, and happy trading .
thinkorswim desk hours are mon - fri. 7 a. m. – 7 p. m. (et )
thinkorswim (often stylized and officially branded as
thinkorswim
, lacking capitalization) is a software product by td ameritrade that offers tools and educational services for online investing. it is geared for self - directed stock, options and futures traders. it was previously offered by thinkorswim group, inc. , which was purchased by td ameritrade in 2009 .
in 2012, thinkorswim earned best overall trading platform in the urltoken online broker review. for 2013, they were recognized for best desktop platform in the annual review. in 2014, thinkorswim once again took # 1 desktop platform for trading .
in january 2006, thinkorswim acquired arrowhead solutions, a privately held, institutional sell - side trade order management system provider .
follow jj kinahan on twitter for valuable market insights, information on the latest thinkorswim tools, and upcoming events and media appearances .
optimizations for a better, faster, stronger, thinkorswim mobile experience. more to come. peace, love, and happy trading
our advanced thinkorswim platform provides savvy investors with the tools and resources needed to trade u. s. equities and options, including :
optimizations for a better, faster, stronger, thinkorswim mobile experience. more to come. peace, love, and happy trading .
subsidiary thinkorswim, inc. is a brokerage firm registered with the financial industry regulatory authority (finra), a self - regulatory body .
the mobile trader app is the companion app to thinkorswim. with it you can access our most powerful platform from the palm of your hand .
after demerits for review whoring, td / thinkorswim still earns a strong four star rating from me, a long term customer and option trader .
thinkorswim group inc. was a chicago - based options brokerage firm. it held roughly $ 2. 6 billion in client assets. [ 1 ]
in september 2006, investools announced a merger with thinkorswim. in february 2007, the company completed the merger with thinkorswim and its ticker symbol was changed to swim. in june 2008, the group adopted the name of its brokerage subsidiary, thinkorswim, for its corporate identity, changing the listed holding company' s name from investools, inc. to thinkorswim group inc. new york investment banking firm paragon capital partners, led by david adler and michael levy, initiated this transaction, and acted as investools' financial advisor in connection with the proposed merger and with respect to the financing of this transaction. (link to press release) at the time of the transaction, thinkorswim had been a portfolio investment of technology crossover ventures. [ link to press release ]
in september 2006, investools announced a merger with thinkorswim. in february 2007, the company completed the merger with thinkorswim and its ticker symbol was changed to swim. in june 2008, the group adopted the name of its brokerage subsidiary, thinkorswim, for its corporate identity, changing the listed holding company' s name from investools, inc. to thinkorswim group inc. new york investment banking firm paragon capital partners, led by david adler and michael levy, initiated this transaction, and acted as investools' financial advisor in connection with the proposed merger and with respect to the financing of this transaction. (link to press release) at the time of the transaction, thinkorswim had been a portfolio investment of technology crossover ventures. [ link to press release ]
in 2009, thinkorswim is a desktop application that offers access to research reports, real - time data streaming, stock scanners, charting, technical studies and more. often considered premium features by other online brokers, these tools — and the whole of thinkorswim — are available to all td ameritrade customers for free .
* note: td ameritrade offers mutual funds and bonds, but the thinkorswim platform does not support these securities. they can be accessed via the broker’s web platform .
in january 2009, td ameritrade holdings inc. acquired thinkorswim group inc. (including its investools division) in a cash and stock deal valued around $ 606 million .
i have recently started investing and i would like to keep track of past trades in an excel chart. is there any way to view my trade history in the thinkorswim platform ?
commission - free etfs: td ameritrade offers over 100 commission - free etfs — many with low expense ratios — available to trade through thinkorswim. the list is independently curated by morningstar .
investor education: as mentioned above, thinkorswim is really for advanced traders. but even they have a lot to learn, and thinkorswim delivers the tools to help them do it: the platform’s learning center has a wealth of instructional videos and how - to advice, there are daily “swim lessons” and platform demonstrations, and investors can practice trading with virtual margin and ira accounts .
td ameritrade tied for highest star rankings in 2 major categories, including best for options traders (thinkorswim) with 4 1 / 2 stars, in barron' s 2018 online broker survey .
revenue for 2007 was a record $ 318 million, including the operations of thinkorswim from february 15, 2007. client assets were almost $ 2. 6 billion at december 31, 2007 .
there is an old expression in the trading world, sell in may and go away. now, we can totally jump on board with the idea of getting away for the summer. however, we wholeheartedly disagree with the notion that you have to stop trading to do it! that is why we have served up some brand new features in the latest release of thinkorswim mobile. just picture it, you’re on the beach, cold beverage in one hand, thinkorswim mobile in the other. for our money it doesn’t get any better. let’s check out the new features… support chats in mobile: this one is a game changer. we’ve taken the support / chat functionality from thinkorswim platform and implemented it into thinkorswim mobile. chat with our support teams via a texting style layout, as well as share your screen for more efficient customer service. chat rooms: for all the chatty kathy’s out there, we have incorporated the chat rooms from thinkorswim so you can talk trading 24 / 7. swimlessons, trader lounge, thinkscript lounge, and the rest of the chat rooms are now all available on thinkorswim mobile! order history: updates to order history for increased functionality data field parity for watchlists and account balances: syncing up functionality between thinkorswim mobile and thinkorswim platform. enjoy the summer swimmers, because as much as we’d like to be on a beach with you, we are hard at work on the next release. let us know how we are doing, and don’t forget to give us a 5 star rating in the app store !
ten years after its launch, thinkorswim continues to be profitable. when you were growing the brokerage, how did you focus on this long - term strategy rather than short - term cash flow ?
get tutorials and how - tos on everything thinkorswim. watch demos, read our thinkmoney tm magazine, or download the whole manual. find everything you need to get comfortable with our trading platform .
thinkorswim by td ameritrade. don' t be a trader, be the trader. tweet us mon - sun, 8 am - 8 pm et or call 1 - 866 - 839 - 1100 .
in the latest release for thinkorswim mobile we popped the hood on the options chain and gave it a little more juice! here' s the specs: ability to synchronize the volatility calculation between thinkorswim and thinkorswim mobile view iv expiration and expected move for each expiration improved navigation, display, and search of future spreads orders, positions, calendar / news events, and alerts indicators in chain in addition, the quote details now offers the same data points you see on thinkorswim plus we included market maker move. we also now display the
spread quote
in order and alert editor. cnbc has made updates to their service. version 177 is required to continue to view cnbc programming. the minimum ios for this update is ios 9. in addition new help videos are now available in the app! to access them tap the more menu, then select help / support. and as always, optimizations for a better, faster, stronger thinkorswim mobile experience. more to come. peace, love, and happy trading .
in the latest release for thinkorswim mobile we popped the hood on the options chain and gave it a little more juice! here' s the specs: ability to synchronize the volatility calculation between thinkorswim and thinkorswim mobile view iv expiration and expected move for each expiration improved navigation, display, and search of future spreads orders, positions, calendar / news events, and alerts indicators in chain in addition, the quote details now offers the same data points you see on thinkorswim plus we included market maker move. we also now display the
spread quote
in order and alert editor. cnbc has made updates to their service. version 175 is required to continue to view cnbc programming. the minimum ios for this update is ios 9. in addition new help videos are now available in the app! to access them tap the more menu, then select help / support. and as always, optimizations for a better, faster, stronger thinkorswim mobile experience. more to come. peace, love, and happy trading .
you' re an active options trader and an instructor for the thinkorswim educational program. many traders are scared of the risks and unaware of the rewards. what do you tell someone getting started in options ?
the # 1 trading app accolade applies to thinkorswim mobile―also known as td ameritrade mobile trader. mobile leadership claim based on analysis of publicly available competitor data concerning number of mobile users and daily average revenue trade levels .
td ameritrade holding corp. (amtd. o) bought thinkorswim group inc. (swim. o) in 2009 for $ 606 million in order to establish an options and futures trading arm. [ 2 ]
trading doesn’t have to be an individual sport. tap into the knowledge of other traders in the thinkorswim chat rooms. share strategies, ideas, and even actual trades with market professionals and thousands of other traders. †
mobile trading: the thinkorswim mobile app, available for apple and android, closely mimics the desktop platform. investors can fund their accounts, initiate trades, watch streaming news and view charts, all from their mobile devices .
the thinkorswim platform is ideal for advanced or frequent traders (the company’s trade architect platform is more suited for beginners). but all investors can benefit from td ameritrade’s wealth of educational resources, including a learning center with instructional videos, online courses and trading demonstrations. thinkorswim also offers a chat room full of traders sharing strategies and tips, as well as virtual accounts called papermoney that allow traders to test strategies and practice using the platform without risk .
best of # tdaswimlessons from 05 / 24 / 18 - @ thinkorswim monitor tab with @ scottconnor _ tda. we are talking working, filled, and cancelled orders. also, how do you customize the position statement? urltoken
how do you setup your trade page on thinkorswim? tom, al, and tony walk you through the layout options and why they setup their platforms the way they do. tune into tastytrade everyday and catch this live! urltoken
the stock and cash deal gave shareholders of thinkorswim 0. 3980 of a td ameritrade share plus $ 3. 34 in cash for each of their shares. td ameritrade management said on a conference call that it expected the deal to boost fiscal 2010 earnings by 3 percent to 7 percent, and by 10 percent to 15 percent after thinkorswim was fully integrated. the deal was expected to yield $ 55 million in cost savings. [ 3 ] [ 4 ]
td ameritrade offers services aimed at self - directed investors and traders, as well as those who want guidance when it comes to making investment decisions. its website trading platform (at urltoken) offers basic tools and resources for casual investors and traders. the firm' s flagship trading platform - - thinkorswim - - however, is ideal for active traders and anyone who wants advanced charting and trading capabilities. in 2009, td ameritrade acquired thinkorswim group inc. , which included thinkorswim, the fastest - growing brokerage at the time. ideal for advanced traders, the thinkorswim downloadable desktop platform delivers a pro - level, intuitive and highly visual experience. users can leverage an archive of tutorials, how - tos and more at the learning center, or take advantage of live, in - depth in - platform training with
swim lessons .
trade architect, a powerful web - based platform, combines features of urltoken and thinkorswim, and is ideal for active investors and traders. on - the - go investors and traders will enjoy td ameritrade' s two mobile apps, which boast many of the same features as the other computer - based platforms .
it’s the holiday season and we want to make sure our traders get some shiny new toys from their wish lists! let’s unwrap the latest updates to thinkorswim mobile... •conditional orders: set and edit order conditions based on your preferences. •market maker move: find it available now via side watchlist and watchlist columns. •optimizations: for a better, faster, stronger, thinkorswim mobile experience. more to come. peace, love, trading, and happy holidays !
in the latest release for thinkorswim mobile we popped the hood on the options chain and gave it a little more juice! here' s the specs: ability to synchronize the volatility calculation between thinkorswim and thinkorswim mobile view iv expiration and expected move for each expiration improved navigation, display, and search of future spreads orders, positions, calendar / news events, and alerts indicators in chain in addition, the quote details now offers the same data points you see on thinkorswim plus we included market maker move. we also now display the
spread quote
in order and alert editor. cnbc has made updates to their service. version 175 is required to continue to view cnbc programming. the minimum ios for this update is ios 9. and finally, new help videos are now available in the app! to access them tap the more menu, then select help / support. more to come. peace, love, and happy trading .
get elite - level trading tools and powerful resources with thinkorswim. trade equities, options, futures, and forex on your own personal trading platform, powered by insights and education to help you nail even the most complex strategies and techniques .
john lewis, a member of the board and chief investment officer and managing partner of osmium partners, llc, added, as a former investor in thinkorswim, i have seen firsthand what lee can accomplish as an intense, data - driven operator. lee, as ceo and chairman of thinkorswim, more than quadrupled revenues while increasing operating cash flows from $ 7 million to nearly $ 60 million, culminating in a successful sale of the company to td ameritrade in 2009. 
when it comes to taking on the market, a trader’s best asset is know - how. that’s why thinkorswim offers in - platform webcasts, a schedule of in - person events, and immersive courses like: trading options and stocks: technical analysis .
stay in lockstep with the market across all your devices. with thinkorswim, you can sync your alerts, trades, charts, and more. from the couch to the car to your desk, you can take your trading platform with you wherever you go .
in addition, through its brokerage subsidiary, thinkorswim, inc. , investools provides services to about 100, 000 funded trading accounts for self - directed option traders and institutional users who invest in equities, exchange - traded funds, futures, mutual funds and bonds .
“maybe bed, bath, & beyond, i don' t know, i don' t know if we' ll have enough time. ” yes, folks, that was a $ bbby reference from old school on yesterday’s # tdaswimlessons. # charting on @ thinkorswim urltoken
research and tools: thinkorswim offers virtually everything an advanced trader would want in a platform, including customization of the workspace (and a new release, thinkorswim sharing, allows traders to share their customizations with each other). investors can also use scanners to filter stocks and options, view heat maps, use the company profile tool to analyze revenue and predict how it will affect returns, and access extensive third - party research. the platform has an active trader community and forum that is used to share watch lists, charts and strategies, and streaming cnbc and dow jones news are included .
if it weren’t for td ameritrade’s high commissions, thinkorswim would blow the competition out of the water. but even at the higher price point, the platform makes a very strong showing because of the wealth of free tools and research it offers. those features make it a prime candidate for active traders .
like other web - based trading platforms, td ameritrade' s web platform lacks streaming - quotes (you' ll have to refresh the page to update prices) and it doesn' t support advanced orders, such as oco and brackets. these features, however, are available in the thinkorswim platform .
accessibility: again, thinkorswim is for advanced traders. while it’s not fair to call that a shortcoming of the platform, it’s important to point out that some traders could be overwhelmed by the level of information and tools available and will feel more comfortable with a more streamlined platform or even the company’s standard web trading platform .
revenue for 2007 was a record $ 318 million, including the operations of thinkorswim from february 15, 2007. client assets were almost $ 2. 6 billion at december 31, 2007. the average client account is $ 45, 000, significantly above industry average. active subscribers to its education programs were 102, 800 .
examine company revenue drivers with company profile—an interactive, third - party research tool integrated into thinkorswim. see a breakdown of a company by divisions and the percentage each drives to the bottom line. make hypothetical adjustments to the key revenue drivers for each division based on what you think may happen, and see how those changes could impact projected company revenue .
options trading: td ameritrade was nerdwallet’s pick for best options trading platform in part because of thinkorswim’s strategy roller feature, which allows investors to set custom covered call strategies and automatically roll those positions forward from one expiration to another. investors can also closely monitor the market, strategize and trade within the program. it’s a near - ideal platform for advanced options traders .
we squashed the (address error) defect with video playback and as usual included optimizations for a better, faster, stronger thinkorswim mobile experience. we hope you enjoy and please keep the feedback coming! we are already hard at work on new features and functionality and don’t plan on sleeping anytime soon (actually our bosses won’t let us). until the next release…trade on swimmers !
safety first! in the latest release of mobile thinkorswim mobile we' ve made the application even more secure with auto - lock! auto - lock will automatically lock your application when you leave it and require a password or touch id after the request authentication interval you set has expired. please take a moment to review and update your security settings. peace, love, and happy trading !
hello traders. welcome to the thinkorswim tutorial and the second module, monitor tab. in this lesson were going to learn everything about the accounts statement sub - tab. the account statement sub - tab is located right here, under the monitor tab, to the right of the activity and positions tab. now you can see that on the account statement tab you have different sub - tabs or sub - menus .
thinkorswim, td ameritrade' s pro - level trading platform, is a feature - rich software package that rivals some of the better - known pro - level platforms out there. it' s intuitive, visually impressive and offers numerous advanced tools, including 400 + technical studies, 20 drawing tools, backtesting capabilities, in - depth options analysis and live - streaming newsfeeds from cnbc. traders can develop their own technical indicators using thinkorswim' s proprietary coding language, thinkscript (it' s worth noting that very few brokerages offer this type of functionality). social investors will enjoy td ameritrade' s
social signals ,
a one of a kind resource that pulls investing insights from twitter. two mobile apps offer different user experiences: one for novice and casual investors (td ameritrade mobile), and one designed for active traders (td ameritrade mobile trader) .
commissions: td ameritrade’s commissions are on the high side at $ 6. 95 per trade for stocks and etfs (though there is a large list of commission - free etfs, as mentioned above). many active investors are willing to pay the higher charge in exchange for thinkorswim’s premium research and tools, which are free to investors regardless of account balance or trade volume. however, it’s worth pointing out that trades can be made for less at competitors like optionshouse .
i was told thinkorswim would be a better interface than the td mobile trader app, but they are essentially the same. the “positions” tab doesn’t clearly tell you your basis in a position, or its current market price, and doesn’t have a quick trade button to allow you to close that position right there. (at least this is the case for options .) i end up going to the underlying stock quote and looking at its options chain to see the bid / ask for my contract (and i trade it from there if i want to close) .
td ameritrade delivers a powerful suite of research tools to help investors and traders analyze potential investments, including tools for both fundamental and technical analysts. to get started, enter a ticker symbol in the search box at the top of any webpage (after logging in) to view a summary, and click tabs to access news, social signals, charts, earnings, fundamentals, valuation, a calendar, analyst reports, peer comparison and sec filings. the thinkorswim platform is your best bet for technical analysis, as it offers 400 + technical studies and 20 drawing tools .
on 12 / 10 / 2009 the securities and exchange commission began an investigation into investools' (purchased by thinkorswim) use of misleading sales practices in which 2 named defendants michael j. drew (
drew
) and eben d. miller (
miller
) were giving trading workshops under the guise of being full - time investors by trade, having made their fortunes in this manner as well as assuring students they would achieve the same results by following the investools method. among the allegations by the s. e. c .
investools did not prevent its speakers from misleading investors about a survey of its customers' trading success
td ameritrade' s research offerings are solid, and it' s difficult to come up with many negatives. the charting on the web platform is very basic, but thinkorswim boasts fully customizable charting with hundreds of technical studies, so traders can head there if they need advanced charting. one weak point: you won' t find much news coverage or research on global markets. also, the web platform' s research offerings are visually out - of - date. for example, the stock - specific news feed is a list of monochromatic dates and headlines. the information is there - - it' s just not as visually pleasing as it could be .
talk about gifts that keep on giving. unwrap the latest release from td ameritrade and throw away the receipt, because this is one present you won’t want to return. •you can now draw on your charts! so wherever you go your fibonacci’s, channels, and text notes will follow. •oh yeah, your drawings will also synch to the award - winning thinkorswim desktop platform. you chartists must have been really good this year. •add company and economic events as a chart overlay. see into holidays past, present, and future (chart extensions just work). •we’ve added a whole library of education videos. •we learned a new language: you can toggle between simplified or traditional chinese. 节日快乐！節日快樂！ peace, love, and happy trading .
mr. barba is an experienced investor and financial professional who has served as chief executive officer and chairman of the board of thinkorswim group inc. , an integrated investor education and online brokerage firm, which was acquired by td ameritrade in 2009. prior to that, he was president of coral energy l. p. , a joint venture of shell oil company focused on deregulated energy markets. mr. barba spent eight years in a variety of executive positions with bankers trust, including chief operating officer of the global investment bank, and began his career in the brokerage and investment banking industry. between 2010 and 2013, mr. barba also served as a board member of edac technologies corporation, a diversified manufacturing company serving the aerospace and industrial markets .
check out tastytrade' s newest documentary! splash details the creation of the thinkorswim trading software, co - founded by tastytrade' s own tom sosnoff! = = = = = = = = urltoken = = = = = = = = finally a financial network for traders, built by traders. hosted by tom sosnoff and tony battista tastytrade is a real financial network with 8 hours of live programming five days a week during market hours. tune in and learn how to trade options successfully and make the most of your investments! urltoken subscribe to our youtube channel: urltoken watch tastytrade live daily monday - friday 7am - 3pmct: urltoken download our mobile app, bob the trader: urltoken follow tastytrade on twitter: urltoken become a fan of tastytrade on facebook: urltoken follow tastytrade on linkedin: urltoken follow tastytrade on instagram: urltoken follow tastytrade on pinterest: urltoken
since 2009, mr. barba has been an active investor and a member of the board of directors of several privately held companies. between 2000 and 2009, mr. barba has served as chief executive officer and chairman of the board of thinkorswim group inc. , a leading online brokerage and investor education firm, which he built through acquisitions prior to its sale in 2009 to td ameritrade (nyse: amtd). prior to that, he was president of coral energy l. p. , a joint venture of shell oil company focused on deregulated energy markets. mr. barba spent eight years in a variety of executive positions with bankers trust, including chief operating officer of the global investment bank, and began his career in the brokerage and investment banking industry. between 2010 and 2013, mr. barba also has served as a board member of edac technologies corporation, a diversified manufacturing company serving the aerospace and industrial markets .
the web trading platform (at tdameritrade. com) is the firm' s most basic platform, but it has enough features to keep casual investors and traders satisfied, including customizable alerts, screeners, social sentiment and access to plenty of third - party research and educational resources. a cool feature that you can access from any page is the
my dock
customizable dashboard (click the show dock button at the top of any page). my dock has four columns that display up to five
modules
each - - such as account balances, indices, rss reader, stock events, streaming news and your watch list. drag and drop the modules you want to display, and rearrange to suit your needs. in addition to the web platform, customers can access trade architect (a web - based platform), thinkorswim (their flagship, pro - level platform) and two mobile apps, which all automatically sync with one another to provide a seamless research / trading experience .
2017 october update: customization of what columns to show and in what order to show them in is great, and is available for ticker symbol watchlist, portfolio positions, and entered (open or filled or cancelled) orders screens. it asks me for my password a lot more often, it should use touchid more often. 2017 july update: - 1 star for nagging me to write a review and popping up reminders to write a review while the market is open. after demerits for review whoring, td / thinkorswim still earns a strong four star rating from me, a long term customer and option trader. tos and tdameritrade understands what option traders do, and makes it easy to do. recent editions have been weak about populating a market' mark' price quote into lists of open orders. this missing the mark problem continues in 2017 june. thoughtful improvements, but the additional information is optional and my screen does not become increasingly cluttered with additional columns i do not use, as i can sort or hide info i do not use. flexible customizations. sometimes unable to connect when the market is busy. the latest improvements to chat with support and share screens or images / screenshots is great .
i was told thinkorswim would be a better interface than the td mobile trader app, but they are essentially the same. the “positions” tab doesn’t clearly tell you your basis in a position, or its current market price, and doesn’t have a quick trade button to allow you to close that position right there. (at least this is the case for options .) i end up going to the underlying stock quote and looking at its options chain to see the bid / ask for my contract (and i trade it from there if i want to close). the “positions” tab does tell you p / l for the day, based on the last trade, but not based on the current bid / ask which is what i really want to know. also for stock quotes, there isn’t a good “fundamentals” snapshot where you can see some basic metrics about the stock like p / e, mcap, fp / e, p / b, short interest, profile, etc like yahoo finance or google finance would give you. i end up looking up the stock elsewhere then coming back to the app to trade— it’s not remotely capable of research. app is secure and functional, however, and i haven’t had any problems with my trading .
ziasun technologies inc. and telescan inc. have announced a merger, and the company' s provo office will be among the company' s principal offices .
ziasun technologies, of solana beach, calif. , and telescan, of houston, said the merger would allow the new company to be a major player in investor education, financial publications and analytics .
the new company, to be named investools inc. , will apply to be traded on the nasdaq national market under a new ticker symbol. other major offices will be in houston; menlo park, calif. ; and new york city. ziasun and telescan will exist as wholly owned subsidiaries of investools .
the merger is a stock - for - stock exchange. investools will issue new shares to acquire all the outstanding shares of ziasun and telescan. ziasun shareholders will receive 75 percent of the newly issued investools common stock, and telescan shareholders will receive 25 percent. ziasun shareholders will receive one share of investools common stock for every share of ziasun common stock they hold. telescan shareholders will receive 0. 56486 share of investools common stock for every share of telescan common stock they hold .
the merger has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including approval by the shareholders of both ziasun and telescan .
please sign in and use this article' s on page print button to print this article .
financial products and services provider telescan inc. said it will merge with solana beach, calif. - based ziasun technologies inc. to form a new company called investools inc. the combined company will provide financial education, financial publishing and financial business services .
upon completion of the stock - for - stock deal, investools will maintain principal offices in houston; provo, utah; menlo park, calif. and new york. telescan and ziasun will become wholly - owned units of investools .
the new company will issue new shares to acquire all the outstanding shares of ziasun and telescan. ziasun shareholders will receive 75 percent of the newly issued investools common stock and telescan shareholders will receive 25 percent .
ziasun shareholders will receive one share of investools common stock for every one share of ziasun common stock they hold. telescan shareholders will receive 0. 56486 share of investools common stock for every one share of telescan common stock they hold .
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derek j. hoggett and investa, inc, appellants, v. david l. brown, individually; david l. brown, trustee; richard k. carlin; roger c. wadsworth; w. k. group holdings; d. b. technology, inc. , f / k / a, max ret, inc. , successor in interest to, d. b. technology, inc. ; scott brown; and jeff brown, appellees .
before lee, amidei and fowler, jj. rayburn putney & sidney n. floyd, william hagans & andrea lore, charles scott schwager, houston, for appellants. jennifer house, david gunn, kevin j. mcevity, mark allen mathews, houston, for appellees .
this appeal involves a dispute between the shareholders of telescan, inc. , a company that provided computer access to stock market information. derek hoggett, appellant, sued his fellow shareholders and various other individuals and entities associated with them, appellees, claiming telescan' s merger with another company was fraudulent and violated their shareholders agreement. the jury found in favor of hoggett and awarded him $ 2. 6 million in actual and exemplary damages. following the verdict, the trial court disregarded the jury findings and entered judgment for appellees. the judgment, however, awarded hoggett' s company, investa, inc. , repayment on certain loans made by investa and hoggett. it also awarded appellees $ 13, 600 in attorney' s fees for defense of hoggett' s prior declaratory judgment claim. appealing from the trial court' s judgment, hoggett raises twenty points of error that complain of the trial court' s refusal to enter judgment on the verdict and various other rulings. appellees raise five conditional cross - points attacking the jury' s findings. we affirm the judgment as modified herein .
in 1978, richard carlin, a biochemist, met derek hoggett, a stockbroker. carlin and hoggett became friends, exchanging ideas on stock market trends and trading stocks together. in 1982, carlin told hoggett that he had developed software that could retrieve and analyze stock market information. carlin told hoggett this software could be marketed but that he had no time or money to invest in the product. hoggett agreed to put up an initial investment with money from investa, inc. (“investa”), a company wholly - owned by hoggett that raised money for limited partnerships. 1 he also filed the necessary documents to form telescan, inc. (“telescan”), a company devoted to developing and marketing the “telescan analyzer, ” a computer database providing access to stock market information. the articles of incorporation designated hoggett and carlin as the initial directors. the initial shares were issued equally to hoggett and carlin. by august 1983, funds contributed by both hoggett and carlin had been exhausted .
from august 1983, to march 1984, hoggett kept telescan in business with funds from the sale of his condominium and earnings from investa. because its product could not analyze all of the stocks listed on the new york stock exchange, the company still had no customers by march 1984. in need of capital to upgrade and market the product, hoggett went to roger wadsworth, who owned an investment partnership, wk group holdings (“wk”). wadsworth introduced hogget and carlin to david brown, an experienced businessman with a technology background. hoggett and carlin initially proposed giving brown 20% of the company for a $ 100, 000 contribution. eventually, they agreed to give brown one - third of the company in return for a $ 500, 000 investment. for setting up the deal, brown paid wadsworth' s partnership, wk, a commission out of his telescan stock. at this point, the ownership of telescan was as follows: 33 1 / 3% owned by hoggett, 33 1 / 3% owned by carlin, 31 2 / 3% owned by brown, as trustee for his children, and 1 2 / 3% owned by wk .
brown opened a line of credit at western bank for $ 500, 000 to be paid in $ 250, 000 increments based on budgets approved by him. hoggett and carlin wanted to use brown' s contribution not only for start - up costs, but also to recover the funds they had already invested, leaving brown with the sole risk of loss. therefore, on the advice of counsel, brown suggested operating the business through a limited partnership so he could take full advantage of the tax benefits. on april 12, 1984, the parties formed telescan ltd. , a limited partnership, to conduct telescan' s business. under the limited partnership agreement, brown, as limited partner, contributed $ 500, 000 and telescan, as general partner, contributed its assets and liabilities. both hoggett and carlin were salaried employees of the partnership. hoggett worked part - time as the chief operating officer while carlin worked full - time to develop the product. at the time the parties formed the limited partnership, they also executed a shareholders agreement that, among other things, set rules for the sale or transfer of stock by the telescan shareholders .
by the end of 1984, telescan had exhausted brown' s $ 500, 000 contribution. some of this money went to repay hoggett and carlin their initial investment, but most of the money went to development and marketing. by early 1985, carlin had yet to work out “bugs” in the product and telescan had only a few hundred customers. because costs were exceeding revenues, telescan needed another infusion of capital. although brown had earlier indicated that $ 500, 000 was his limit, hoggett and carlin approached brown for additional funds. brown' s first response was to request a majority stake in telescan, but hoggett and carlin refused
as a result, brown helped hoggett and carlin obtain a loan from western bank. the loan was originally for $ 750, 000, but with two years of interest to be paid by brown and an additional $ 50, 000 requested by hoggett, the debt ultimately totalled $ 925, 000. brown pledged stock from one of his companies, time energy, as collateral for the loan. because the value of that stock was significantly less than the loan amount, brown also personally guaranteed the note. brown further executed a repurchase agreement giving him the right to repurchase the note from western bank upon default. while hoggett objected to incurring this debt, he did not want to relinquish his ownership interest in telescan and eventually signed the note on behalf of the limited partnership .
for brown' s assistance in obtaining financing, telescan agreed to amend the limited partnership agreement to, among other things, give brown, or a company in which he owned more than 5% , the two - year right to use its computer technology for non - competing purposes. the amended limited partnership agreement was executed prior to the western bank loan and imposed several duties on telescan as the general partner first, it required telescan to deliver a completed product by a date certain. second, it required carlin to provide documentation of the computer software according to a set schedule. third, it required telescan to give a warranty that brown' s contribution, in the form of the western bank loan, would be sufficient to meet all needs of the general partner, telescan, and that no additional capital contributions would be requested of the limited partner, brown. if carlin defaulted by failing to properly provide documentation, brown had the right to immediately cease further funding. similarly, if telescan defaulted by failing to deliver a completed product or requesting additional capital that would exceed a $ 1 million cap, brown was entitled to 51% ownership of the company upon a payment of $ 5, 000 .
by late 1985, telescan had exhausted the entire western bank loan. almost $ 600, 000 of that loan was used to pay back brown' s initial $ 500, 000 contribution, plus overdrafts on the initial line of credit and interest. the remaining funds went to product development and marketing. although the “bugs” in the product had been removed and sales had increased, telescan still faced a “cash flow” crisis, owing payroll and $ 30, 000 in back taxes. between late october and early december 1985, investa and hoggett loaned the limited partnership and telescan $ 40, 000. these loans were used to satisfy telescan' s payroll and pay company expenses. during this time, brown agreed, at the request of hoggett and carlin, to loan telescan $ 50, 000 to keep the company afloat until it could finalize third - party financing .
by mid - december 1985, brown felt hoggett had misrepresented the financial health of the company and voted with carlin to remove hoggett as telescan' s president. hoggett told prospective lenders at the time about the potential for litigation between the company principals, thereby hampering any future financing. at the same time, the long distance carrier that connected telescan' s service to its customers threatened to disconnect telescan' s customers. concerned about his investment, brown consulted with his attorney, lance farrell, about his options. farrell suggested that brown could simply “write off” the loss, place the company in bankruptcy, or implement a merger to attract more capital. brown testified that while a merger was suggested, there were no discussions or plans for a merger at this time .
by early 1986, the relationship between hoggett, carlin and brown had deteriorated irreparably. carlin thought hoggett was not doing his job. in fact, prior to hoggett' s removal in december 1985, carlin tried twice to remove hoggett as president of telescan. both times carlin was voted down at board meetings by brown and hoggett. carlin also thought hoggett was trying to hire away telescan employees to start a competing business after hoggett employed a contractor to analyze the software documentation provided by carlin under the amended limited partnership agreement. hoggett, on the other hand, accused carlin of falsifying data during product development. he also accused carlin of lying that a $ 1, 000 per month raise provided under the amended limited partnership agreement was needed for his wife' s medical expenses when instead it was for personal use. complaining that the software documentation was inadequate, hoggett further claimed carlin was in default under the amended limited partnership agreement and demanded additional documentation .
lastly, hoggett thought carlin was becoming too independent and was suspicious of carlin' s relationship with brown. hoggett resented brown for putting telescan in debt and repeatedly complained that brown had no equity in the company. in fact, during the cash flow crisis in late 1985 and early 1986, hoggett refused brown' s offer to contribute an additional $ 250, 000 to telescan, even though the company desperately needed capital. hoggett' s refusal was due in part to brown' s contention, which hogget disputed, that the contribution would have put telescan over the $ 1 million cap and in default under the amended limited partnership agreement .
hoggett resisted brown' s attempts to mediate disputes between he and carlin. indeed, throughout late 1985 and early 1986, hoggett engaged in negotiations to buy out brown' s interest. that offer called for some unnamed investors to contribute $ 250, 000 to telescan and assume payments on the western bank loan. brown would be required to leave his time energy stock as collateral, but would tender his telescan shares and relinquish any participation in management. the other shareholders were to pledge their shares as collateral for repayment of the western bank loan by the new investors and put their shares in a voting trust with hoggett and the new investors as trustees. brown refused this offer, stating that he would have had to give up his equity in the company while remaining personally liable on the western bank note .
there were also discussions about placing the company in bankruptcy. according to both brown and carlin, hoggett repeatedly threatened to place the company in bankruptcy or foreclose on the investa loans. brown testified that placing the company into bankruptcy would have forced him, as guarantor, to repurchase the western bank note and probably foreclose on all of the company' s assets, thereby making him the sole owner of the company. hoggett not only denied making these threats, but also testified that neither of these options would have destroyed the company .
according to brown, it was not until he received hoggett' s february 3, 1986, letter proposing bankruptcy, that he decided to move ahead with the merger. after contacting carlin and wadsworth days earlier, brown formed db technology, inc. (“db”) on february 6, 1986. brown and his family were the sole owners of db. brown, carlin, and wadsworth were directors of db and brown' s son, jeff, was president. although hoggett was excluded from participation in the new company, he and the other telescan shareholders were to receive, in return for cancellation of their shares, an earnout certificate that entitled them to a maximum, pro rata earnout of $ 300, 000 from any net profits of db during its first three years of operation. four days later, at the telescan board of directors meeting, brown and carlin voted in favor of the merger and directed a vote by the shareholders. complaining that he did not receive proper advance notice of the merger plan, hoggett cast the lone dissenting vote .
on february 26, 1986, hoggett wrote all the shareholders, asserting the merger plan could not be “consummated” without his vote under the provision of the shareholders agreement requiring approval of corporate actions by 80% of the shareholders. hoggett also objected to the board of directors resolution recommending the merger plan to the shareholders on the ground that brown was never a director of telescan. the shareholders meeting took place as planned on march 4, 1986, and all of the shareholders, except hoggett, voted for the merger. the following day, hoggett filed this lawsuit. after the merger, db continued to market the telescan analyzer under the assumed name of “telescan. ” however, because db lost money, no earnouts were ever paid. eventually, max ret, a publicly traded corporation, bought substantially all the assets of db and changed its name to telescan.
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