40.  Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure.  The class consists of all persons who owned shares of Yahoo common  stock at any time since January 27, 2013 and who continued to own such shares through and  including January 6, 2016, and were damaged (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.   41.  This action is properly maintainable as a class action.   42.  The Class is so numerous that joinder of all members is impracticable.  According  to the Company’s public filings, as of October 30, 2015, there were over 944 million shares of  Yahoo common stock outstanding, held by thousands, if not tens of thousands, of individuals and  entities.   43.  There are questions of law and fact common to the Class, including, inter alia,  whether:  (i) Yahoo is an unregistered investment company; (ii) Yahoo was obligated to register  under the ICA; (iii) the Individual Defendants violated the ICA by failing to cause Yahoo to  comply with the ICA and by causing Yahoo to enter into contracts and transactions in violation  of the ICA; and (iv) Plaintiff and the Class have been damaged by Defendants’ conduct.   44.  Plaintiff’s claims are typical of the claims of the Class.  Plaintiff and the Class  have and will continue to sustain damages arising out of Defendants’ violations of the ICA.   Plaintiff does not have any interests that are adverse or antagonistic to those of the Class.   Plaintiff will fairly and adequately protect the interests of the Class.  Plaintiff is committed to the  vigorous prosecution of this action and has retained counsel competent and experienced in this  type of litigation.   47.  Yahoo was founded in 1995.  While Yahoo describes itself as an Internet  company providing search and display advertising services on Yahoo properties and affiliate  sites worldwide, the most significant and valuable aspects of its business are its publicly traded  investments.   48.  Yahoo represents that it offers many Internet related products including, for  example:  Yahoo Search, which serves as a starting point to navigate the Internet and discover  information; Yahoo Answers, which enables users to seek, discover, and share knowledge and  opinions across mobile phones, tablets, and desktops; Yahoo Mail that connects users to the  people and things; Yahoo Messenger, an instant messaging service; and Yahoo Groups, which  allows users to join groups based on shared interests and involvements.   Background of the Company   Breach of Fiduciary Duty  Against the Individual Defendants  (Asserted Derivatively on Behalf of Yahoo)  145.  Plaintiff repeats and realleges the allegations in the paragraphs above, as if fully  set forth herein.  146.  The Individual Defendants are fiduciaries of Yahoo and all of its stockholders and  owe them the duty to conduct the affairs of the Company loyally, carefully, faithfully, diligently,  and prudently.  This cause of action is asserted based upon the Individual Defendants’ acts in  violation of Delaware state law, which acts constitute breach of fiduciary duty.  147.  Each of the Individual Defendants, acting individually and in concert, engaged in  the conduct alleged herein in reckless disregard and/or intentional breach of his or her fiduciary  duties to the Company and its stockholders.  148.  Defendants further breached their fiduciary duties by, inter alia, putting their  interests ahead of the interests of the Company and its stockholders.  149.  The Company will be irreparably injured as a direct and proximate result of the  aforementioned acts and the Company has no adequate remedy at law. 