30.  This action is properly maintainable as a class action.   31.  The Class is so numerous that joinder of all members is impracticable. As  of February 28, 2011, Central Vermont had 13,361,029 shares of common stock  outstanding. Members of the Class are scattered throughout the United States and are so  numerous that it is impracticable to bring them all before this Court.   33. . . Plaintiff is committed to prosecuting this action and has retained  competent counsel experienced in litigation of this nature. Plaintiffs claims are typical  of the claims of the other members of the Class and Plaintiff has the same interests as the  other members of the Class. Accordingly, Plaintiff is an adequate representative of the  Class and will fairly and adequately protect the interests ofthe Class.   34.  The prosecution of separate actions by individual members of the Class  would create the risk of inconsistent or varying adjudications with respect to individual  members of the Class, which would establish incompatible standards of conduct for  Defendants, or adjudications with respect to individual members of the Class which  would, as a practical matter, be dispositive of the interests of the other members not  parties to the adjudications or substantially impair or impede their ability to protect their  interests.   36.  Central Vermont is the largest electric utility in Vermont. The Company  engages in the purchase, production, transmission, distribution, and sale of electricity to  residential, commercial, and industrial customers. It serves nearly 160,000 customers in  163 cities and towns across Vermont, and employs approximately 520 people. It reported  annual revenue of $342 million for the year 2010, and has been listed by Forbes  ,~!iiit,;o",,,~>;~,),,,,; ,,\;,i\;;;"Mag'azihe as one ofthe most trusted companies in the United States for 60 straight  months.   37.  On May 5, 2011, Central Vermont issued a press release announcing  consolidated earnings of $8.4 million, or 62 cents per diluted share of common stock, for  the first three months of2011, compared to $4.2 million, or 35 cents per diluted share of  common stock, for the same period in 2010. The improved earnings were driven in part  by increases in operating revenue and decreases in operating expenses and storm  restoration costs compared to the first quarter of201O. According to Defendant Reilly,  "First quarter earnings were significantly improved compared to the same period last  year. Our improved performance reflects differences in weather effects, timing of some  expenditures, and higher sales volume, which increased due to colder winter weather and  the slowly improving economy in the state."   39.  On May 30,2011, Central Vermont issued a press release announcing that  it had entered into the Fortis Merger Agreement. Under the terms of the Proposed Fortis  Transaction, Fortis would acquire Central Vermont by purchasing all of the outstanding  shares of common stock of Central Vermont at a purchase price of $35.10 per share.   41.  The consideration offered to Central Vermont's public stockholders in the  Proposed Fortis Transaction was unfair and grossly inadequate because, among other  things, the intrinsic value of Central Vermont's common stock was materially in excess  of the amount offered for those securities in the proposed acquisition given the  Company's prospects for future growth and earnings.   42.  Further, as admitted by Defendant Reilly in the May 30, 2011 press  release, "While the share offer price by Fortis was a critical consideration by the CVPS  Board, the fact that CVPS would essentially be preserved as a stand-alone autonomous  company within the Fortis Group was also an important consideration for the CVPS  Board." Notwithstanding the Board's duty to maximize shareholder value and obtain the  highest possible sale price for Central Vermont, Defendant Reilly admitted that the  Individual Defendants, in breach of their fiduciary duties, allowed their preferences, as  well as those of the Company's management, regarding how the Company would be  managed after a change of control to be an important factor in its decision to enter into  the Fortis Merger Agreement with Fortis, as opposed to pursuing deals with alternate  bidders.  C.  The Proposed Transaction   56.  Plaintiff repeats and realleges each allegation set forth herein.   57.  The Individual Defendants have violated fiduciary duties of care, loyalty,  disclosure and good faith owed to public shareholders of Central Vermont.   58.  By the acts, transactions and courses of conduct alleged herein, the  Individual Defendants, individually and acting as a part of a common plan, are attempting  to unfairly deprive Plaintiff and other members of the Class of the true value of their  investment in Central Vermont.   59.  As demonstrated by the allegations above, the Individual Defendants  failed to exercise the care required, and breached their duties of loyalty, good faith,  disclosure and independence owed to the shareholders of Central Vermont because,  among other reasons, they failed to take steps to maximize the value of Central Vermont  to its public shareholders, and they have failed to fully disclose to Plaintiff and the Class  all material information necessary to make an informed decision regarding the Proposed  Transaction.   61.  By reason of the foregoing acts, practices and course of conduct, the  Individual Defendants have failed to exercise due care and diligence in the exercise of  their fiduciary obligations toward Plaintiff and the other members of the Class.  < 62.  As a result of the actions of the Individual Defendants, Plaintiff and the  Class will suffer irreparable injury in that they have not and will not receive their fair  portion of the value of Central Vermont's assets and businesses and have been and will  be prevented from obtaining a fair price for their common stock.   63.  Unless the Individual Defendants are enjoined by the Court, they will  continue to breach their fiduciary duties owed to Plaintiff and the members of the Class,  all to the irreparable harm ofthe members ofthe Class.   64.  Plaintiff and the members of the Class have no adequate remedy at law.  Only through the exercise of this Court's equitable powers can Plaintiff and the Class be  fully protected from the immediate and irreparable injury which the Individual  Defendants' actions threaten to inflict.  66.  Central Vermont, Gaz, and Merger Sub have acted and are acting with  knowledge of the fact that the Individual Defendants are in breach of their fiduciary  duties to Central Vermont's public shareholders, and have participated in such breaches  of fiduciary duties.   67.  Central Vermont, Gaz, and Merger Sub knowingly aided and abetted the  Individual Defendants' wrongdoing alleged herein. In so doing, Central Vermont, Gaz,  and Merger Sub rendered substantial assistance in order to effectuate the Individual  .. ·~:.,:"",;ii~0~>:·;"";"';D~fendarits;  plan to consummate the Proposed Transaction in breach of their fiduciary  duties.   68.  Plaintiff has no adequate remedy at law.  A.  Background   Claim for Breach of Fiduciary Duties Against the Individual Defendants   On Behalf of Plaintiff and the Class Against Central Vermont, Gaz, and Merger Sub for Aiding and Abetting the Individual Defendants' Breach of Fiduciary Duty 