11  33. Plaintiff brings this action pursuant to Rule 23 of the Federal Rules of Civil 12 Procedure, individually and on behalf of the Class. The Class specifically excludes Defendants 13 herein, and any person, finn, trust, corporation or other entity related to, or affiliated with, any of 14 15 the Defendants. 16 17  34.  35. This action is properly maintainable as a class actico. The Class is so numerous that joinder of all mem'ers is impracticable. As of April 18 6,2012, Cost Plus had in excess of22 million shares ofcommc1 stock outstanding. Members of 19 the Class are scattered throughout the United States and are so n~lmerous that it is impracticable to 20 bring them all before this Court. 21  36. 22 others: 23 24 Questions of law and fact exist that are commo' to the Class, including, among (a) whether the Individual Defendants have hreached their fiduciary duties of 25 good faith, loyalty, independence or due care with respect to Plai tiff and the other members of the 26 Class in connection with the Proposed Transaction; 27 2811 ~~-8~-~--- 1 40. Cost Plus is a leading specialty retailer of casual home furnishings and entertaining 10 products, As of January 28, 2012, the Company operated 258 stores in 30 states. The stores feature 11 an ever-changing selection of casual home furnishings, housewares, gifts, decorative accessories, 12 gounnet foods and beverages offered at competitive prices and imported from more than 50 13 countries. Many items are unique and exclusive to Cost Plus World Market. The value, breadth 14 and continual refreshment of products invites customers to come back throughout a lifetime of 15 changing home furnishings and entertaining needs. 16 17  62. Transaction. 20 21 22 23 24 25 26 27 63.  7 8 9 A. Background  75.  76.  77. Claim for Breach ofFiducisry Duties Against the l,ldividual Defendants Plaintiff repeats and realieges each allegation set forth herein. The Individual Defendants have violated fiducial) duties of care, loyalty, disclosure By the acts, transactions and courses of condt,ct alleged herein, the Individual 10 Defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive 11 Plaintiff and other members of the Class ofthe true value oftheir mvestment in Cost Plus. 12  78. As demonstrated by the allegations above, the Individual Defendants failed to 13 exercise the care required, and breached their duties of 10) ,lity, good faith, disclosure and 14 independence owed to the shareholders of Cost Plus because, among other reasons, they failed to take steps to maximize the value of Cost Plus to its public sharehc1ders. 15 16 17  79. The Individual Defendants dominate and control th,~ business and corporate affairs of 18 Cost Plus, and are in possession of private corporate informati'-n concerning Cost Plus's assets, 19 business and future prospects. Thus, there exists an imbalance and disparity of knowledge and 20 economic power between them and the public shareholders of Clost Plus ""hich makes it inherently 21 22 23 unfair for them to benefit their own interests to the exclusion of maximizing shareholder value.  80. By reason of the foregoing acts, practices and (ourse of conduct, the Individual Defendants have failed to exercise due care and diligence ir' the exercise of their fiduciary 24 25 obligations toward Plaintiff and the other members of the Class. 26  85. Bed Bath & Beyond and Merger Sub have acted 'l.nd are acting with knowledge of 17 18 the fact that the Individual Defendants are in breach of their fiduciary duties to Cost Plus's public shareholders, and have participated in such breaches of fiduciary cuties. 19 20  86. Bed Bath & Beyond and Merger Sub knowingly aided and abetted the Individual  87. Plaintiff has no adequate remedy at law. 21 Defendants' wrongdoing alleged herein. In so doing, Bed Bath & Beyond and Merger Sub rendered 22 substantial assistance in order to effectuate the Individual Defendants' plan to consummate the 23 Proposed Transaction in breach of their fiduciary duties. 24 25 26 27 28 11 -="'-2~1-=-=--- 1 Cost Plus and the Individual Defendants have caused the Recommendation Plaintiff repeats and realleges each allegation set fCfth herein.  On Behalf of Plaintiffand tbe Class Against Bed Bath & Beyond and Merger Sub for Aiding and Abetting tbe Individual Defendants' Breacb of Fiduciary Duty Plaintiff incorporates by reference and realleges each and every allegation contained 15 above, as though fully set forth herein. 16  On Behalfof Plaintiff for Violations of Section 20(a) of the Exchange Act Against the Individual Defendants PJaintiffbrings this Exchange Act claim on behalf ,fhimselfas an individual. Plaintiff incorporates each and every allegation set forth above as if fully set forth The Individual Defendants acted as controlling I)ersons of Cost Plus within the meaning of Section 20(a) of the Exchange Act as alleged hereill. By virtue of their positions as 25 officers and/or directors of Cost Plus, and participation in anc"or awareness of the Company's 26 27 operations and/or intimate knowledge of the false statements contained in the Recommendation and good faith owed to public shareholders of Cost Plus. 3 4 5 6 7 8 9 