23.  This action is properly maintainable as a class action.   24.  The Class is so numerous that joinder of all members is impracticable.  As  of April 25, 2017, there were 83,539,116 shares of Swift class A common stock and  49,741,938 shares of Swift class B common stock outstanding held by hundreds, if not  thousands, of individuals and entities scattered throughout the country.   25.  Questions of law and fact are common to the Class, including, among  others: (i) whether defendants violated the 1934 Act; and (ii) whether defendants will  irreparably harm plaintiff and the other members of the Class if defendants’ conduct  complained of herein continues.   26.  Plaintiff is committed to prosecuting this action and has retained competent  counsel experienced in litigation of this nature.  Plaintiff’s 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 of the Class.   28.  Defendants have acted, or refused to act, on grounds generally applicable to  the Class as a whole, and are causing injury to the entire Class.  Therefore, final  injunctive relief on behalf of the Class is appropriate.  29.    Swift is a transportation services company, operating one of the largest  fleets of truckload equipment in North America from over 40 terminals near key freight  centers and traffic lanes.     30.  The Company began operations in 1966 with only one truck, with Moyes  and his father and brother as its founders.  The founders originally conducted operations  under the name of Common Market Distributing, later buying Swift Transportation Co.,  Inc. (“Swift Transportation”).  In the 1980s, Moyes bought out his partners, becoming the  sole owner of Swift Transportation.  In 1990, Swift Transportation went public on the  NASDAQ stock market.   31.  During 2016, the Company’s consolidated average operational truck count  was 17,548, which along with its intermodal containers covered 2.2 billion miles for  shippers throughout North America, contributing to consolidated operating revenue of  $4.0 billion and consolidated operating income of $242.0 million.  As of December 31,  2016, Swift’s fleet was comprised of 13,937 Company tractors and 4,429 owner-operator  tractors, as well as 64,066 trailers, and 9,131 intermodal containers.    33.  On September 8, 2016, Swift announced that Moyes would retire from his  position as CEO of Swift effective December 31, 2016, but that Moyes would serve as a  consultant with the title Founder and Chairman Emeritus and would continue as a  member of the Board.  The Company and Moyes entered into a letter agreement (the  “Agreement”), pursuant to which, commencing January 1, 2017 through December 31,  2019, Moyes would serve as a non-employee consultant for which he will receive  compensation of $200,000 per month through December 31, 2019.  Moyes also retained  and continued to vest in approximately 94,400 outstanding stock options (with exercise  prices of $23.30 and $24.84) and he continued to vest in outstanding performance equity  awards, as if his employment continued.  Also, additional outstanding stock options held  by Moyes on September 8, 2016 were immediately vested and he was treated as having a  termination of employment effective December 31, 2016.  The Process Leading to the Proposed Transaction   34.  According to the Registration Statement, Knight and Swift have a “long- standing familiarity with each other’s businesses as the two largest truckload companies  in Phoenix, Arizona, with Kevin Knight, Executive Chairman of the board of directors of  Knight, and Gary Knight, Vice Chairman of the board of directors of Knight, having  previously worked at Swift until 1990.”    36.  On September 30, 2016, counsel to Moyes met with Kevin Knight to  discuss “potential governance and voting terms” applicable to Moyes that would need to  be resolved should a potential transaction be further pursued by Knight and Swift.  These  discussions between Moyes’s counsel and representatives of Knight continued  throughout the process leading to the Proposed Transaction.     37.  On November 3, 2016, the Swift Board met and decided not to engage a  financial advisor until a proposal was received from Knight, but that the members of the  Board would pay themselves additional compensation for evaluating the potential  transaction.  Although the Registration Statement indicates that the Board members  would be compensated “on a per meeting basis,” the Registration Statement also  indicates that the Board agreed to pay themselves additional compensation as follows: (i)  $500 for one hour or less; (ii) $1,000 for one to four hours; and (iii) $2,500 for four hours  or more.  The Registration Statement, however, fails to quantify the amount of  compensation each Board member received in connection with their consideration of the  Proposed Transaction, which already fell squarely within their responsibilities as Board  members and therefore did not require or justify additional compensation.   39.  On December 1, 2016, the Swift Board met to discuss the Knight’s  proposal, and the Board also approved the selection of Morgan Stanley & Co. LLC  (“Morgan Stanley”) as its financial advisor in connection with the potential transaction,  despite being informed that Morgan Stanley or an affiliate was a lender to each of Moyes  and Keith Knight within the past two years.  The Registration Statement, however, fails  to disclose the timing and compensation Morgan Stanley earned for the lending services  to each of Moyes and Keith Knight.     40.  On January 27, 2017, counsel to Moyes sent to Knight’s counsel a draft  amendment to Moyes’s existing consulting agreement with Swift revised to reflect  Moyes would serve as Senior Advisor to the Executive Chairman and the Vice Chairman  of the combined company should a potential transaction be pursued by Knight and Swift.   42.  On February 28, 2017, the Swift Board met and Moyes informed the Board  that he would not support any strategic transaction involving Swift other than a  combination with Knight, ostensibly due to his strong, long-standing relationship with the  Knights and his ability to continue to serve as a consultant with the attendant lucrative  compensation payments.   43.  On March 14, 2017, Knight provided Dozer with a revised proposal letter  reflecting a 0.675 exchange ratio, as well as the following key governance terms: (i)  Swift would remain as the surviving public company, (ii) the combined company would  have a single class of shares outstanding, (iii) the combined company’s board would  consist of 10 to 15 directors, with two directors to be selected by the Swift Board and two  directors to be selected by Moyes in his capacity as a stockholder, and (iv) Moyes and  members of his family and the Knights would be subject to obligations to vote in favor of  a transaction as well as standstill provisions and transfer restrictions with respect to the  combined company and Moyes would have certain governance rights with respect to the  combined company.  That same day, Moyes met with representatives of Knight regarding  potential governance matters that would apply to the combined company.   45.  On March 31, 2017, Knight requested that Dozer and Vander Ploeg serve  on the combined company board.   46.  On April 9, 2017, the Swift Board met and Morgan Stanley provided the  Board with its fairness opinion, which was based, in part, on projections that were  provided to Morgan Stanley by the Company’s management.  Following the presentation,  the Board approved the Merger Agreement and the Proposed Transaction, which was  publicly announced the next day.  The Registration Statement Omits Material Information, Rendering It False and  Misleading   47.  Defendants filed the Registration Statement with the SEC in connection  with the Proposed Transaction.    48.  The Registration Statement omits material information with respect to the  Proposed Transaction, which renders the Registration Statement false and misleading.     50.  The disclosure of projected financial information is material because it  provides stockholders with a basis to project the future financial performance of a  company, and allows stockholders to better understand the financial analyses performed  by the company’s financial advisor in support of its fairness opinion.  Moreover, when a  banker’s endorsement of the fairness of a transaction is touted to stockholders, the  valuation methods used to arrive at that opinion as well as the key inputs and range of  ultimate values generated by those analyses must also be fairly disclosed.   51.  The omission of this material information renders the Registration  Statement false and misleading, including, inter alia, the following sections of the  Registration Statement:  (i) “Swift Management’s Unaudited Prospective Financial  Information” and (ii) “Opinion of Swift’s Financial Advisor.”   53.  Further, the Registration Statement fails to disclose whether the Board ever  considered creating a special committee of independent directors to consider the  Proposed Transaction in light of Moyes’s controlling interest and influence in the  Company.   54.  This information is necessary for stockholders to understand potential  conflicts of interest of the Board, as that information provides illumination concerning  motivations that would prevent fiduciaries from acting solely in the best interests of the  Company’s stockholders.   55.  The omission of this material information renders the Registration  Statement false and misleading, including, inter alia, the following sections of the  Registration Statement:  (i) “Background of the Transaction” and (ii) “Interests of Swift’s  Directors and Officers in the Transaction.”   56.  The Registration Statement omits material information regarding potential  conflicts of interest of Morgan Stanley.  Specifically, the Registration Statement states  that, in connection with Morgan Stanley’s wealth management business, Morgan Stanley  or an affiliate thereof currently is a lender to Moyes and to Keith Knight.  The  Registration Statement, however, fails to disclose the amount of compensation Morgan  Stanley has earned, or is expected to earn, in connection with those services.    57.  Full disclosure of investment banker compensation and all potential  conflicts is required due to the central role played by investment banks in the evaluation,  exploration, selection, and implementation of strategic alternatives.   59.  The above-referenced omitted information, if disclosed, would significantly  alter the total mix of information available to Swift’s stockholders.  60.  Plaintiff repeats and realleges the preceding allegations as if fully set forth  herein.   61.  The Individual Defendants disseminated the false and misleading  Registration Statement, which contained statements that, in violation of Section 14(a) of  the 1934 Act and Rule 14a-9, in light of the circumstances under which they were made,  omitted to state material facts necessary to make the statements therein not materially  false or misleading.  Swift is liable as the issuer of these statements.     62.  The Registration Statement was prepared, reviewed, and/or disseminated by  the Individual Defendants.  By virtue of their positions within the Company, the  Individual Defendants were aware of this information and their duty to disclose this  information in the Registration Statement.   63.  The Individual Defendants were at least negligent in filing the Registration  Statement with these materially false and misleading statements.     65.  The Registration Statement is an essential link in causing plaintiff and the  Company’s stockholders to approve the Proposed Transaction.     66.  By reason of the foregoing, defendants violated Section 14(a) of the 1934  Act and Rule 14a-9 promulgated thereunder.   67.  Because of the false and misleading statements in the Registration  Statement, plaintiff and the Class are threatened with irreparable harm.  68.  Plaintiff repeats and realleges the preceding allegations as if fully set forth  herein.   70.  Each of the Individual Defendants and Knight was provided with or had  unlimited access to copies of the Registration 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 Registration Statement contains  the unanimous recommendation of the Individual Defendants to approve the Proposed  Transaction.  They were thus directly in the making of the Registration Statement.   72.  Knight also had direct supervisory control over the composition of the  Registration Statement and the information disclosed therein, as well as the information  that was omitted and/or misrepresented in the Registration Statement.   73.  By virtue of the foregoing, the Individual Defendants and Knight violated  Section 20(a) of the 1934 Act.   Background of the Company and the Proposed Transaction   Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated  Thereunder Against the Individual Defendants and Swift   Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants and Knight  