28.  WPZ is a large-cap master limited partnership providing infrastructure for North  American natural gas and natural gas products.  Williams Partners GP is the general partner of  82.  Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure on behalf of all persons or entities who purchased or otherwise acquired  the publicly traded securities of WPZ during the Class Period (“the Class”).  Excluded from the  Class are Defendants and their officer, directors, and family members, as applicable.   83.  The members of the Class are so numerous that joinder of all members is  impracticable.  The disposition of their claims in a class action will provide substantial benefits  to the parties and the Court.  As of February 13, 2015, there were 586,694,683 WPZ common  units outstanding, owned by hundreds or thousands of investors.   85.  Plaintiff’s claims are typical of those of the Class because Plaintiff and the Class  sustained damages from Defendants’ wrongful conduct.   86.  Plaintiff will fairly and adequately protect the interests of the Class and has  retained counsel experienced in class action securities litigation.  Plaintiff has no interests which  conflict with those of the Class.   87.  A class action is superior to other available methods for the fair and efficient  adjudication of this controversy.  Joinder of all Class members is impracticable.  94.  Defendants made the material omissions and misrepresentations complained of  herein with scienter in that they knew and/or recklessly disregarded that the above-mentioned  announcement of the WPZ/WMB merger agreement, and the statements made in connection  with that announced merger, that were issued or disseminated by the Control Person Defendants  or by the Entity Defendants, were materially false and misleading when made by omitting  material information necessary to make their statements fully accurate and comprehendible.  The  Defendants knew that their failure to reveal this material information would likely mislead  investors, such as Plaintiff and the Class.   95.  The fraud alleged in this Complaint did not involve or arise from the actions of  lower level employees, nor was it otherwise hidden from the Control Person Defendants.  To the  contrary, WMB’s discussions with ETE concerning ETE’s dogged pursuit of WMB were  conducted by Defendants Armstrong and Defendant Chappel, with the advance approval of  WMB’s Board.  In addition, Defendant Armstrong and Defendant Chappel are senior officers  and, in the case of Defendant Armstrong, a director of both Williams Partners GP and WMB,  which control WPZ.  Thus, the knowledge possessed by Defendant Armstrong and Defendant  Chappel can be attributed to both Williams Partners GP and WMB, and consequently to WPZ.    96.  Prior to WMB’s Board approving the WPZ/WMB merger, Defendant Armstrong  had no fewer than four conversations with senior representatives of ETE concerning a potential  transactions between WMB and ETE.  One of these conversations was during a dinner meeting  with Defendant Chappel and senior ETE representatives that was held less than a week prior to  the approval of the WPZ/WMB merger.     98.  These facts, as well as others stated above, establish the strong inference that the  Control Person Defendants acted with scienter and, consequently, that the Entity Defendants they  controlled did so as well.    A.  WPZ and WMB   Violations of Section 10(b) of the Exchange Act and Rule 10b-5  (Against All Defendants)  