50.  During the Class Period, the Individual Defendants had both the motive and  opportunity to conduct fraud.  They also had actual knowledge of the falsity of the statements they  made or acted in reckless disregard of the truth or falsity of those statements.  In so doing, the  Individual Defendants participated in a scheme to defraud and committed acts, practices and  participated in a course of business that operated as a fraud or deceit on purchasers of Tesla  securities during the Class Period.  54.  Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules  of Civil Procedure on behalf of all persons who purchased or otherwise acquired the publicly traded  securities of Tesla during the Class Period (the “Class”).  Excluded from the Class are defendants  and their families, the officers and directors of the Company, at all relevant times, members of their  immediate families and their legal representatives, heirs, successors or assigns and any entity in  which defendants have or had a controlling interest.   55.  The members of the Class are so numerous that joinder of all members is  impracticable.  Tesla’s securities were actively traded on the NASDAQ.  While the exact number of  Class members is unknown to plaintiff at this time and can only be ascertained through appropriate  discovery, plaintiff believes that there are hundreds of members in the proposed Class.  Record  owners and other members of the Class may be identified from records maintained by Tesla or its  transfer agent and may be notified of the pendency of this action by mail, using the form of notice  similar to that customarily used in securities class actions.   56.  Plaintiff’s claims are typical of the claims of the members of the Class as all members  of the Class are similarly affected by defendants’ wrongful conduct in violation of federal law that is  complained of herein.   57.  Plaintiff will fairly and adequately protect the interests of the members of the Class  and has retained counsel competent and experienced in class and securities litigation.   58.  Common questions of law and fact predominate and include whether defendants: (i)  violated the 1934 Act; (ii) omitted and/or misrepresented material facts; (iii) knew or recklessly  disregarded that their statements were false; and (iv) artificially inflated the prices of Tesla securities  and the extent of and appropriate measure of damages.   59.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable.  Furthermore, as the  Case3:13-cv-05438-CRB   Document1   Filed11/22/13   Page16 of 19 60.  Plaintiff incorporates all allegations in ¶¶1-59 above by reference.   61.  During the Class Period, defendants disseminated or approved the false statements  specified above, which they knew or recklessly disregarded were misleading in that they contained  misrepresentations and failed to disclose material facts necessary in order to make the statements  made, in light of the circumstances under which they were made, not misleading.   62.  Defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:  (a)  Employed devices, schemes, and artifices to defraud;  (b)  Made untrue statements of material facts or omitted to state material facts  necessary in order to make the statements made, in light of the circumstances under which they were  made, not misleading; or  (c)  Engaged in acts, practices, and a course of business that operated as a fraud or  deceit upon plaintiff and others similarly situated in connection with their purchases of Tesla  securities during the Class Period.   63.  Plaintiff and the Class have suffered damages in that, in reliance on the integrity of  the market, they paid artificially inflated prices for Tesla securities.  Plaintiff and the Class would  not have purchased Tesla securities at the prices they paid, or at all, if they had been aware that the  market prices had been artificially and falsely inflated by the Individual Defendants’ misleading  statements.  Case3:13-cv-05438-CRB   Document1   Filed11/22/13   Page17 of 19 65.  Plaintiff incorporates all allegations in ¶¶1-64 above by reference.   66.  The Individual Defendants acted as controlling persons of Tesla within the meaning  of §20(a) of the 1934 Act.  By virtue of their positions with the Company, and ownership of Tesla  securities, the Individual Defendants had the power and authority to cause Tesla to engage in the  wrongful conduct complained of herein.  Tesla controlled the Individual Defendants and all of its  employees.  By reason of such conduct, defendants are liable pursuant to §20(a) of the 1934 Act  For Violation of §10(b) of the 1934 Act and Rule 10b-5  Against All Defendants   For Violation of §20(a) of the 1934 Act  Against All Defendants  