(AGAINST THE INDIVIDUAL DEFENDANTS FOR BREACH OF FIDUCIARY DUTY  FOR FAILING TO MAINTAIN INTERNAL CONTROLS)  103.  Plaintiff incorporates by reference all the preceding and subsequent paragraphs as  if fully set forth herein.  104.  As alleged herein, each of the Individual Defendants has a fiduciary duty to,  among other things exercise good faith in their roles as directors of the Company and to act in  the interests of the Company’s shareholders.  For the reasons described above, the Individual  Defendants have failed to act in the interests of the Company’s shareholders by failing to  implement necessary internal controls to ensure the Company disseminates accurate and  complete information to the Company’s shareholders and the broader investment community,  including ahead of shareholder votes to elect Board members.  105.  As a direct and proximate result of the Individual Defendants’ failure to perform  their fiduciary obligations, AMD has sustained significant damages, not only monetarily, but  also to its corporate image and goodwill.  106.  As a result of the misconduct alleged herein, the Individual Defendants are liable  to the Company.  107.  Plaintiff, on behalf of AMD, has no adequate remedy at law.  (AGAINST ALL THE INDIVIDUAL DEFENDANTS FOR   ABUSE OF CONTROL)  114.  Plaintiff incorporates by reference and re-alleges each and every allegation  contained above, as though fully set forth herein.  115.  The Individual Defendants’ misconduct alleged herein constituted an abuse of  their ability to control and influence AMD, for which they are legally responsible.  In particular,  the Individual Defendants abused their positions of authority by failing to implement internal  controls necessary to the proper running of the Board in the interests of all the Company’s  shareholders.  116.  As a direct and proximate result of the Individual Defendants’ abuse of control,  AMD has sustained significant damages.  117.  As a result of the misconduct alleged herein, the Individual Defendants are liable  to the Company.  118.  Plaintiff, on behalf of AMD, has no adequate remedy at law.   (DERIVATIVE CLAIM ON BEHALF OF THE COMPANY AGAINST ALL  INDIVIDUAL DEFENDANTS FOR VIOLATIONS OF 14(a) OF THE EXCHANGE ACT  AND SEC REGULATIONS)   37.  According to AMD’s latest annual report filed with the SEC on or about February  19, 2015 (the “2015 Annual Report”), the Company is a global semiconductor company offering  primarily two products within the semiconductor industry; (1)‘x86 microprocessors’, used as  standalone devices or incorporated as an accelerated processing unit (“APU”), chipsets, discrete  graphics processing units (“GPUs”) and professional graphics; and (2) server and embedded  processors, dense servers, semi-custom System-on-Chip (“SoC”) products and technology for  game consoles.   38.  Semiconductors are components used in a variety of electronic products and  systems.  An integrated circuit (“IC”) is a semiconductor device that consists of many  interconnected transistors on a single chip.  According to the 2015 Annual Report, since the  invention of the transistor in 1948, improvements in IC process and design technologies have led  to the development of smaller, more complex and more reliable ICs at a lower cost-per-function.   The 2015 Annual Report states that a microprocessor is an IC that serves as the central  processing unit (“CPU”) of a computer, generally consisting of hundreds of millions or billions  of transistors that process data and control other devices in the system, acting as the “brain” of  the computer.    91.  Plaintiff brings this action derivatively in the right and for the benefit of AMD to  redress injuries suffered, and to be suffered, by AMD as a direct result of the breaches of  fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust  enrichment, as well as the aiding and abetting thereof, by the Individual Defendants.  AMD is  named as a nominal defendant solely in a derivative capacity.  This is not a collusive action to  confer jurisdiction in this Court that it would not otherwise have.   92.  Plaintiff will adequately and fairly represent the interests of AMD and its  shareholders in enforcing and prosecuting its rights.   93.  Plaintiff is the owner of AMD common stock and was the owner of AMD  common stock at all times relevant to the Individual Defendants’ wrongful course of conduct  alleged herein.   94.  At the time that this action was commenced, the Board consisted of the Individual  Defendants.   96.  Plaintiff incorporates by reference each of the preceding paragraphs as though  they were set forth in full herein.   97.  This claim is brought under Section 14 of the Exchange Act, 15 U.S.C. § 78n(a),  and Rule 14a-9 promulgated thereunder, 17 C.F.R. 240.14a-9.   98.  Section 14 of the Exchange Act prohibits the solicitation of any proxy in  contravention to the rules promulgated thereunder.   COMPANY BACKGROUND  