13.  Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of himself  and the other public shareholders of Forescout (the “Class”).  Excluded from the Class are  Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated  with any Defendant.   28.  Forescout is a provider of device visibility and control solutions. The Company  provides real-time identification, classification, assessment and continuous control over the  devices, that collectively, comprise an organization’s network. The Company’s network extends  across the campus information technology (IT) devices, the campus Internet of Things (IoT)  devices, operational technology (OT) devices, the data center and within the third-party cloud. The  Company offers Forescout platform, which provides organizations with situational awareness of  extended enterprise and the ability to orchestrate actions to reduce cyber risk. The Company offers  products such as eyesight, eyeSegment, eyeControl, eyeExtend, eyeManage and SilentDefense.   29.  Advent is a private equity firm which invests in business, financial services,  healthcare, industrial, retail, consumer, and leisure sectors, as well as offers investment advisory,  wealth management, due diligence, and evaluation services. Advent has $48 billion in assets under  management.   60.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   61.  Defendants caused the Recommendation Statement to be issued with the intention  of soliciting shareholder support of the Proposed Transaction.   62.  Section 14(e) of the Exchange Act provides that it is unlawful “for any person to  make any untrue statement of a material fact or omit to state any material fact necessary in order  to make the statements made, in the light of the circumstances under which they are made, not  misleading . . . in connection with any tender offer or request or invitation for tenders, or any  solicitation of security holders in opposition to or in favor of any such offer, request, or invitation.”   15 U.S.C. § 78n(e).    63.  Defendants violated this clause of Section 14(e) because they negligently caused or  allowed the Recommendation Statement to be disseminated to Forescout shareholders in order to  solicit them to tender their shares in the Tender Offer, and the Recommendation Statement  contained untrue statements of material fact and/or omitted to state material facts necessary in  order to make the statements made, in the light of the circumstances under which they were made,  not misleading.   68.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   69.  The Individual Defendants acted as controlling persons of Forescout within the  meaning of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as  officers and/or directors of Forescout and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the false and misleading statements contained in the  Recommendation Statement, they had the power to influence and control and did influence and  control, directly or indirectly, the decision making of the Company, including the content and  dissemination of the various statements that Plaintiff contend are false and/or misleading.   70.  Each of the Individual Defendants was provided with or had unlimited access to  copies of the Recommendation Statement alleged by Plaintiff to be misleading prior to and/or  shortly after these statements were issued and had the ability to prevent the issuance of the  statements or cause them to be corrected.   71.  In particular, each of the Individual Defendants had direct and supervisory  involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had  the power to control and influence the particular transactions giving rise to the violations as alleged  herein, and exercised the same.  The Recommendation Statement contains the unanimous  recommendation of the Individual Defendants to approve the Proposed Transaction.  They were  thus directly involved in the making of the Recommendation Statement.   72.  By virtue of the foregoing, the Individual Defendants violated Section 20(a) of the  Exchange Act.   74.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   75.  By virtue of their role as directors and/or officers of the Company, the Individual  Defendants are in a fiduciary relationship with Plaintiff and the other public stockholders of  Forescout and owe them a duty of care, loyalty, good faith, candor, and independence.   76.  To diligently comply with their fiduciary duties, the Director Defendants may not  take any action that:  (a) adversely affects the value provided to the Company’s stockholders; (b)  favors themselves or discourages or inhibits alternative offers to purchase control of the  corporation or its assets; (c) adversely affects their duty to search and secure the best value  reasonably available under the circumstances for the Company’s stockholders; (d) will provide the  Director Defendants with preferential treatment at the expense of, or separate from, the public  stockholders; and/or (e) contractually prohibits the Director Defendants from complying with or  carrying out their fiduciary duties.   77.  The fiduciary duties of loyalty and good faith require the Individual Defendants to  refrain from: (a) participating in any transaction where the Director Defendants’ loyalties are  divided; (b) participating in any transaction where the Director Defendants receive, or are entitled  to receive, a personal financial benefit not equally shared by the public stockholders of the  corporation; and/or (c) unjustly enriching themselves at the expense or to the detriment of the  public stockholders.   Against the Individual Defendants for Breaches of Their Fiduciary Duties   Against the Individual Defendants for Violations of Section 20(a) of the Exchange Act   Claims Against All Defendants for Violations of Section 14(e) of the Exchange Act    I.  Background and the Proposed Transaction  