(Against All Defendants For Violations of  Section 10(b) and Rule 10b-5 Promulgated Thereunder)   (Violations of Section 20(a) of the Exchange Act   Against the Individual Defendants)   19.  Oracle develops, manufactures, markets, sells, hosts, and supports database and  middleware software, application software, cloud infrastructure, hardware systems, and related services  worldwide.  Oracle is among the world’s largest software makers by revenue.  Through its Oracle  Cloud offerings, the Company purports to be a leader in the core technologies of cloud information  technology environments, including database and middleware software as well as enterprise  applications, virtualization, clustering, large-scale systems management and related infrastructure.   The  Company’s Oracle Cloud offerings include SaaS, PaaS, and IaaS offerings.   20.  Oracle was founded in 1977 and is headquartered in Redwood City, California.  False and Misleading Statements were Issued During the Class Period   36.  The members of the Class are so numerous that joinder of all members is impracticable.   Throughout the Class Period, Oracle securities were actively traded on the NYSE.  While the exact  number of Class members is unknown to Plaintiffs at this time and can be ascertained only through  appropriate discovery, Plaintiffs believe that there are hundreds or thousands of members in the  proposed Class.  Record owners and other members of the Class may be identified from records  maintained by Oracle 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.   37.  Plaintiffs’ 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.   38.  Plaintiffs will fairly and adequately protect the interests of the members of the Class and  have retained counsel competent and experienced in class and securities litigation.  Plaintiff have no  interests antagonistic to or in conflict with those of the Class.   40.  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  damages suffered by individual Class members may be relatively small, the expense and burden of  individual litigation make it impossible for members of the Class to individually redress the wrongs  done to them.  There will be no difficulty in the management of this action as a class action.   41.  Plaintiffs will rely, in part, upon the presumption of reliance established by the fraud-on- the-market doctrine in that:    Defendants made public misrepresentations or failed to disclose material facts during the  Class Period;    the omissions and misrepresentations were material;    Oracle securities are traded in an efficient market;    the Company’s shares were liquid and traded with moderate to heavy volume during the  Class Period;    the Company traded on the NYSE and was covered by multiple analysts;    the misrepresentations and omissions alleged would tend to induce a reasonable investor  to misjudge the value of the Company’s securities; and    Plaintiffs and members of the Class purchased, acquired and/or sold Oracle securities  between the time the Defendants failed to disclose or misrepresented material facts and  the time the true facts were disclosed, without knowledge of the omitted or  misrepresented facts.   42.  Based upon the foregoing, Plaintiffs and the members of the Class are entitled to a  presumption of reliance upon the integrity of the market.    44.  Plaintiff repeats and realleges each and every allegation contained above as if fully set  forth herein.   45.  This Count is asserted against Defendants and is based upon Section 10(b) of the  Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.   46.  During the Class Period, Defendants engaged in a plan, scheme, conspiracy and course  of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions, practices and  courses of business which operated as a fraud and deceit upon Plaintiff and the other members of the  Class; made various untrue statements of material facts and 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; and employed devices, schemes and artifices to defraud in connection with the purchase  and sale of securities.  Such scheme was intended to, and, throughout the Class Period, did:  (i) deceive  the investing public, including Plaintiff and other Class members, as alleged herein; (ii) artificially  inflate and maintain the market price of Oracle securities; and (iii) cause Plaintiff and other members of  the Class to purchase or otherwise acquire Oracle securities and options at artificially inflated prices.  In  furtherance of this unlawful scheme, plan and course of conduct, Defendants, and each of them, took  the actions set forth herein.   48.  By virtue of their positions at Oracle, Defendants had actual knowledge of the materially  false and misleading statements and material omissions alleged herein and intended thereby to deceive  Plaintiff and the other members of the Class, or, in the alternative, Defendants acted with reckless  disregard for the truth in that they failed or refused to ascertain and disclose such facts as would reveal  the materially false and misleading nature of the statements made, although such facts were readily  available to Defendants.  Said acts and omissions of Defendants were committed willfully or with  reckless disregard for the truth.  In addition, each Defendant knew or recklessly disregarded that  material facts were being misrepresented or omitted as described above.   49.  Information showing that Defendants acted knowingly or with reckless disregard for the  truth is peculiarly within Defendants’ knowledge and control.  As the senior managers and/or directors  of Oracle, the Individual Defendants had knowledge of the details of Oracle’s internal affairs.   51.  During the Class Period, Oracle securities were traded on an active and efficient market.   Plaintiff and the other members of the Class, relying on the materially false and misleading statements  described herein, which the Defendants made, issued or caused to be disseminated, or relying upon the  integrity of the market, purchased or otherwise acquired shares of Oracle securities at prices artificially  inflated by Defendants’ wrongful conduct.  Had Plaintiff and the other members of the Class known the  truth, they would not have purchased or otherwise acquired said securities, or would not have purchased  or otherwise acquired them at the inflated prices that were paid.  At the time of the purchases and/or  acquisitions by Plaintiff and the Class, the true value of Oracle securities was substantially lower than  the prices paid by Plaintiff and the other members of the Class.  The market price of Oracle securities  declined sharply upon public disclosure of the facts alleged herein to the injury of Plaintiff and Class  members.   52.  By reason of the conduct alleged herein, Defendants knowingly or recklessly, directly or  indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.   53.  As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and the other  members of the Class suffered damages in connection with their respective purchases, acquisitions and  sales of the Company’s securities during the Class Period, upon the disclosure that the Company had  been disseminating misrepresented financial statements to the investing public.  55.  During the Class Period, the Individual Defendants participated in the operation and  management of Oracle, and conducted and participated, directly and indirectly, in the conduct of  Oracle’s business affairs.  Because of their senior positions, they knew the adverse non-public  information about Oracle’s misstatement of income and expenses and false financial statements.   56.  As officers and/or directors of a publicly owned company, the Individual Defendants had  a duty to disseminate accurate and truthful information with respect to Oracle’s financial condition and  results of operations, and to correct promptly any public statements issued by Oracle which had become  materially false or misleading.   57.  Because of their positions of control and authority as senior officers, the Individual  Defendants were able to, and did, control the contents of the various reports, press releases and public  filings which Oracle disseminated in the marketplace during the Class Period concerning Oracle’s  results of operations.  Throughout the Class Period, the Individual Defendants exercised their power  and authority to cause Oracle to engage in the wrongful acts complained of herein. The Individual  Defendants therefore, were “controlling persons” of Oracle within the meaning of Section 20(a) of the  Exchange Act.  In this capacity, they participated in the unlawful conduct alleged which artificially  inflated the market price of Oracle securities.   59.  By reason of the above conduct, the Individual Defendants are liable pursuant to Section  20(a) of the Exchange Act for the violations committed by Oracle.  Background  