36.  Avista is primarily, an electric and natural gas utility.  Avista provides utility  operations in the Pacific Northwest and Juneau, Alaska.  Avista’s utility division in the Pacific  Northwest provides electric service to 379,000 customers and natural gas to 342,000 customers.  In  addition to its utility services, Avista has other businesses, including venture fund investments, sheet  metal fabrication, and real estate investments.   37.  On July 19, 2017, Avista and Hydro One executed the Merger Agreement and issued a  joint press releasing announcing the parties’ entry into the transaction, which in relevant part stated:  TORONTO, ONTARIO and SPOKANE, WASHINGTON –   (Marketwired) -- 07/19/17 --  Hydro One Limited ("Hydro One") (TSX:H) and Avista Corporation ("Avista")  59.  Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.   67.  Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.   68.  The Individual Defendants acted as controlling persons of Avista within the meaning  of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as officers and/or  directors of Avista and participation in and/or awareness of the Company’s operations and/or intimate  knowledge of the false statements contained in the Proxy, they had the power to influence and control  and did influence and control, directly or indirectly, the decision making of the Company, including  the content and dissemination of the various statements that Plaintiff contends are false and  misleading.   69.  Each of the Individual Defendants was provided with or had unlimited access to copies  of the Proxy 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.    70.  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 Proxy contains the unanimous recommendation of the Individual  Defendants to approve the Proposed Transaction.  They were thus directly involved in the making of  the Proxy.   71.  By virtue of the foregoing, the Individual Defendants violated Section 20(a) of the  Exchange Act.   Claim for Violation of Section 14(a) of the 1934 Act, and SEC Rule 14a-9 Promulgated  Thereunder, Against the Individual Defendants and Avista   Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants   Company Background and the Proposed Transaction  