35.  Given ERISA’s distinctive representative capacity and remedial provisions, courts  have observed that ERISA litigation of this nature presents a paradigmatic example of a FED. R.  CIV. P. 23(b)(1) class action.     36.  The members of the Class are so numerous that joinder of all members is  impracticable.  While the exact number of Class members is unknown to Plaintiff at this time,  and can only be ascertained through appropriate discovery, Plaintiff believes there are at least  tens of thousands of members of the Class. For example, the Allergan Plan’s 2015 Form 5500  shows that there were 7,962 participants in the Allergan Plan at the start of 2015, and the Actavis  Plan’s 2015 Form 5500 shows that there were 11,527 participants in the Actavis Plan at the start  of 2015.   38.  Plaintiff’s claims are typical of the claims of the members of the Class because  the Plan, Plaintiff, and the other members of the Class each sustained damages arising out of  Defendants’ wrongful conduct in violation of ERISA as complained of herein.   39.  Plaintiff will fairly and adequately protect the interests of the Plan and members  of the Class because he/she has no interests antagonistic to or in conflict with those of the Plan or  the Class.  In addition, Plaintiff has retained counsel competent and experienced in class action  litigation, complex litigation, and ERISA litigation.     40.  Class action status in this ERISA action is warranted under Rule 23(b)(1)(B)  because prosecution of separate actions by the members of the Class would create a risk of  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 action, or substantially  impair or impede their ability to protect their interests.   41.  Class action status is also warranted under the other subsections of Rule  23(b)(1)(A) and (b)(2) because:  (i) prosecution of separate actions by the members of the Class  would create a risk of establishing incompatible standards of conduct for Defendants; and (ii)  Defendants have acted or refused to act on grounds generally applicable to the Class, thereby  making appropriate final injunctive, declaratory, or other appropriate equitable relief with respect  to the Class as a whole.  43.  The 2013 10-K also stated:  We believe that we are able to effectively compete in the  distribution market, and therefore optimize our market share, based  on three critical elements: (i) competitive pricing, (ii) high levels  of inventory for approximately 12,725 SKUs for responsive  customer service that includes, among other things, next day  delivery to the entire U.S., and (iii) well established telemarketing  relationships with our customers, supplemented by our electronic  ordering capabilities.   46.  On August 5, 2014, Allergan issued a press release attached as Exhibit 99.1 to a  Current Report on Form 8-K filed with the SEC, announcing certain of the Company’s financial  and operating results for the quarter ended June 30, 2014 (the “Q2 2014 8-K”).  The press release  stated, in part:   “Our exceptional performance during the second quarter resulted  from double digit revenue growth in both our North American  brand and generics businesses and Anda Distribution,” said Paul  Bisaro, who became Executive Chairman of Actavis on July 1,  2014 following the close of the acquisition of Forest Laboratories  and the second quarter.  “Overall revenue growth of 31 percent in our commercial  pharmaceutical business was supported by our North American  Brands business, which benefitted from the expanded portfolio  resulting from the acquisition of Warner Chilcott in October 2013,  as well as continued strong sales of core products in the U.S. We  also saw strong growth within our generics business, powered by  our strong base business along with continued strong sales of the  generic versions of Lidoderm® and Cymbalta®. Revenue in our  international operations reflected the divestiture of our generics  commercial operations in seven markets in Western Europe to  Aurobindo Pharma Limited in April 2014.”   49.  On February 18, 2015, Allergan also filed an Annual Report for year end 2013  on Form 10-K (the “2014 10-K”), reporting its financial performance for 2013.  Allergan stated,  in part:  Business Strategy  We apply three key strategies to achieve growth for our North  American Brands and North American Generics and International  businesses: (i) internal development of differentiated and high- demand products, including, in certain circumstances as it relates  to generics, challenging patents associated with these products,  (ii) establishment of strategic alliances and collaborations and  (iii) acquisition of products and companies that complement our  current business. The Company also develops and out licenses  generic pharmaceutical products through its Medis third party  business. Our Anda Distribution business distributes products for  approximately 340 suppliers and is focused on providing next-day  delivery and responsive service to its customers. Our Anda  Distribution business distributes a number of generic and brand  products in the U.S. Growth in our Anda Distribution business will  be largely dependent upon customer expansion, FDA approval of  new generic products in the U.S. and expansion of our base of  suppliers.   52.  On May 11, 2015, Allergan issued a press release attached as Exhibit 99.1 to a  Current Report on Form 8-K filed with the SEC, announcing certain of the Company’s financial  and operating results for the quarter ended March 31, 2015 (the “Q1 2015 8-K”).  The press  release stated, in part:   “Actavis achieved exceptional operational performance while  simultaneously focusing on the completion of the Allergan  acquisition and accelerating the integration of our combined  company to create a Growth Pharma leader,” said Brent Saunders,  CEO and President of Actavis. “I am proud of our combined team  for maintaining their focus on our customers and delivering  tremendous operational results.”  “Our first quarter performance was highlighted by strong revenue  growth from Namenda XR®, Linzess®, Bystolic®, Viibryd®/  Fetzima®, LoLoestrin® Fe, Saphris®, Estrace® Cream as well as  continued growth within our generics business, powered by strong  sales of the generic versions of Concerta®, Intuniv® and the recent  launch of our generic version of OxyContin®.   53.  On July 27, 2015, Teva Pharmaceutical Industries Ltd.  announced that it signed  a definitive agreement with Allergan plc to acquire Allergan Generics, Alergan’s global generic  pharmaceuticals business.   55.  On November 4, 2015, Allergan issued a press release attached as Exhibit 99.1  to a Current Report on Form 8-K filed with the SEC, announcing certain of the Company’s  financial and operating results for the quarter ended September 30, 2015 (the “Q3 2015 8-K”).   The press release stated, in part:   “Allergan delivered exceptional performance across the board in  the third quarter that exceeded expectations. These strong results  were driven by our continued focus on customers, fueling volume- driven year-over-year growth in our U.S. Brands, Medical  Aesthetics, International Brands and Anda Distribution segments,  while also executing pre-integration activities ahead of the  divestiture of the Generics business to Teva, which remains on  track to be completed in the first quarter of 2016,” said Brent  Saunders, CEO and President of Allergan. “I would like to thank  our more than 30,000 global employees for their continued laser  focus as we continue to better serve our customers, their patients  and transform Allergan into a branded Growth Pharma leader.”   57.  On February 26, 2016, Allergan filed with the SEC an Annual Report for 2015  on Form 10-K (the “2015 10-K”), reporting its financial performance for 2015.  Allergan stated,  in part:  Business Strategy  We apply three key strategies to achieve growth for our US  Brands, US Medical Aesthetics and International Brands  businesses: (i) internal development of differentiated and high- demand products, (ii) establishment of strategic alliances and  collaborations and (iii) acquisition of products and companies that  complement our current business. Our Anda Distribution business  distributes products for approximately 340 suppliers and is focused  on providing next-day delivery and responsive service to its  customers. Our Anda Distribution business distributes a number of  branded products in the United States. Growth in our Anda  Distribution business will be largely dependent upon customer  expansion, FDA approval of new generic products in the U.S. and  expansion of our base of suppliers.   62.  On November 2, 2016, Allergan issued a press release attached as Exhibit 99.1  to a Current Report on Form 8-K filed with the SEC, announcing certain of the Company’s  financial and operating results for the quarter ended September 30, 2016 (the “Q3 2016 8-K”).   The press release stated, in part:   Discontinued Operations and Continuing Operations  As a result of the completed divestiture of the Company's Global  Generics business to Teva on August 2, 2016, and the completed  divestiture of the Company's Anda distribution business to Teva on  October 3, 2016, the third quarter 2016 financial results of these  businesses are being reported as discontinued operations in the  condensed consolidated statements of operations. Included in  segment revenues are product sales that were sold by the Anda  Distribution business once the Anda Distribution business had sold  the product to a third party customer. These sales are included in  segment results and are excluded from total continuing operations  revenues through a reduction to Corporate revenues. Cost of sales  for these products in discontinued operations is equal to our  average third-party cost of sales for third-party brand products  distributed by Anda Distribution.   90.  Plaintiff incorporates the allegations contained in the previous paragraphs of this  Complaint as if fully set forth herein.   91.  This Count alleges fiduciary breaches against the Company and the Committee  Defendants (collectively, the “Prudence Defendants”) for continuing to allow the investment of  the Plan’s assets in Allergan Stock throughout the Class Period despite the fact that they knew or  should have known that such investment was imprudent as a retirement vehicle because Allergan  Stock was artificially inflated during the Class Period.     92.  At all relevant times, as alleged above, the Prudence Defendants were fiduciaries  of the Plan within the meaning of ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A), in that they  exercised discretionary authority or control over the administration and/or management of the  Plan and/or disposition of the Plan’s assets.   94.  Upon information and belief, Defendants failed to engage in a reasoned decision- making process regarding the prudence of Allergan Stock.  An adequate investigation by  Defendants would have revealed the risks of investing in artificially inflated Allergan Stock and  caused a reasonable fiduciary to conclude that the Fund was over-valued and likely to fall in  price during the Class Period. A prudent fiduciary would have acted to prevent or mitigate the  losses that the Plan experienced during the Class Period, but the Defendants failed to do so.   95.  The Prudence Defendants breached their duties to prudently manage the Plan’s  assets.  During the Class Period, the Prudence Defendants knew or should have known that, as  described herein, Company Stock was not a suitable and appropriate investment for the Plan.   Yet, during the Class Period, despite their knowledge of the imprudence of the investment, the  Prudence Defendants failed to take any meaningful steps to protect the Plan’s Participants.    97.  As a result of Defendants’ knowledge of and, at times, implication in, creating  and maintaining public misconceptions concerning Allergan’s business activities, any  generalized warnings of market and diversification risks that Defendants made to Participants  regarding the Plan’s investment in the Fund did not effectively inform the Participants of the  past, immediate, and future dangers of investing in Company Stock.   98.  The Prudence Defendants also breached their co-fiduciary obligations by, among  their other failures, knowingly participating in each other’s failure to protect the Plan from  inevitable losses.  The Prudence Defendants had or should have had knowledge of such breaches  by other fiduciaries of the Plan, yet the Prudence Defendants made no effort to remedy those  breaches.   FAILURE TO ADEQUATELY MONITOR OTHER FIDUCIARIES   AND PROVIDE THEM WITH ACCURATE INFORMATION  IN VIOLATION OF ERISA § 404  FAILURE TO PRUDENTLY MANAGE THE PLAN’S ASSETS IN  VIOLATION OF ERISA §§ 404(a)(1)(B) AND 405   (BY THE COMPANY AND THE COMMITTEE DEFENDANTS)  