28.  Plaintiff brings this action pursuant to Rule 23 of the Federal Rules of Civil  Procedure on behalf of himself and all other shareholders of the Company (except the  Defendants herein and any persons, firm, trust, corporation, or other entity related to or affiliated  with them and their successors in interest), who are, or will be, threatened with injury arising  from Defendants’ actions, as more fully described herein.   29.  This action is properly maintainable as a class action for the following reasons:   (a)  The Class is so numerous that joinder of all members is impracticable.  As  of October 30, 2015, there were approximately 153,418,988 million shares of ITC common stock  issued and outstanding, likely owned by thousands of shareholders.  (b)  Plaintiff is committed to prosecuting this action and has retained  competent counsel experienced in litigation of this nature.  Plaintiff’s claims are typical of the  claims of the other members of the Class and Plaintiff has the same interests as the other  members of the Class.  Plaintiff is an adequate representative of the Class and will fairly and  adequately protect the interests of the Class.   (c)  The prosecution of separate actions by individual members of the Class  would create the risk of inconsistent or varying adjudications with respect to individual members  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 8 of 48    Pg ID 57 9  of the Class, which would establish incompatible standards of conduct for defendants, or  adjudications with respect to individual members of the Class that would, as a practical matter,  be dispositive of the interests of the other members not parties to the adjudications or  substantially members or impede their ability to protect their interests.   (d)  To the extent Defendants take further steps to effectuate the Proposed  Transaction, preliminary and final injunctive relief on behalf of the Class as a whole will be  entirely appropriate because Defendants have acted, or refused to act, on grounds generally  applicable and causing injury to the Class.    30.  There are questions of law and fact that are common to the Class and that  predominate over questions affecting any individual class member.  The common questions  include, inter alia, the following:   (a)  Whether Defendants have violated Section 14(a) of the Exchange act and  Rule 14a-9 promulgated thereunder;   (b)  Whether the Individual Defendants have violated Section 20(a) of the  Exchange Act; and   (c)  Whether Plaintiff and the other members of the Class would suffer  irreparable injury were they required to vote on the Merger without receiving the material  information referenced above and the Proposed Transaction is consummated as presently  anticipated.    31.  Whether Plaintiff and the other members of the Class would suffer irreparable  injury where the transaction complained of herein consummated.  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 9 of 48    Pg ID 58 10  32.  According to ITC’s SEC filings, its business consists primarily of the electric  transmission operations through its “Regulated Operating Subsidiaries.”2  In 2002, ITC was  incorporated in the State of Michigan for the purpose of acquiring ITCTransmission.  ITCTransmission was originally formed in 2001 as a subsidiary of DTE Electric, an electric  utility subsidiary of DTE Energy, and was acquired in 2003 by ITC Holdings. METC was  originally formed in 2001 as a subsidiary of Consumers Energy, an electric and gas utility  subsidiary of CMS Energy Corporation, and was acquired in 2006 by ITC Holdings. ITC  Midwest was formed in 2007 by ITC to acquire the transmission assets of IP&L in December  2007.  ITC Great Plains was formed in 2006 by ITC and became a FERC-jurisdictional3 entity in  2009.  The Company operates high-voltage systems in Michigan’s Lower Peninsula and portions  of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma that transmits electricity from  generating stations to local distribution facilities connected to our systems.   33.  The Company’s strategy is to “operate, maintain and invest in transmission  infrastructure in order to enhance system integrity and reliability, to reduce transmission  constraints and to allow new generating resources to interconnect to our transmission systems.”  The Company also pursues development projects not within its existing systems, which are also  intended to improve overall grid reliability, reduce transmission constraints and facilitate  interconnections of new generating resources, as well as to enhance competitive wholesale  electricity markets.   34.  ITC’s Regulated Operating Subsidiaries earn revenues through tariff rates charged  2    Form 10-k, filed February 26, 2015.   3    FERC refers to the Federal Energy Regulatory Commission.   2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 10 of 48    Pg ID 59 11  for the use of their electric transmission systems by customers, which include investor-owned  utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. As  independent transmission companies, its Regulated Operating Subsidiaries are subject to rate  regulation only by the FERC.4 The rates charged by its Regulated Operating Subsidiaries are  established using cost-based formula rate templates.    35.  The Company reported at the beginning of 2015 that its long-term growth plan  included continued investment in current transmission systems, generator interconnections and  our ongoing development projects.  Its Development Projections included the investment of  approximately $1.1 billion from 2014 through 2018 to construct various development projects, or  portions thereof, that are expected to result from the competitive process established pursuant to  FERC Order No. 1000 (“Order 1000”) and through other initiatives to upgrade the existing  transmission grid and regional transmission facilities, primarily to improve overall grid  reliability, reduce transmission constraints, enhance competitive markets and facilitate  interconnections of new generating resources, including wind generation and other renewable  resources necessary to achieve state and federal policy goals.   B.  The Proposed Transaction is Announced   36.  On February 9, 2016, ITC and Fortis issued a joint press release announcing the  Proposed Transaction, which provided in relevant part:  St. John’s, NL and Novi, Michigan (February 9, 2016):  4    This generally equates to rates higher than those permitted by state regulatory bodies.   Indeed, as provided in the joint press release announcing the Merger Agreement, “ITC’s tariff  rates are regulated by FERC, which has been one of the most consistently supportive utility  regulators in North America providing reasonable returns and equity ratios. Rates are set using a  forward-looking rate-setting mechanism with an annual true-up, which provides timely cost  recovery and reduces regulatory lag.”  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 11 of 48    Pg ID 60 12  A.  Background   Claim For Breach of Fiduciary Duties Against the Individual Defendants   135.  Plaintiff repeats and realleges each and every allegation set forth herein.  136.  The Individual Defendants have violated fiduciary duties of care, loyalty, and  good faith owed to public shareholders of ITC.  137.  By the acts, transactions and courses of conduct alleged herein, the Individual  Defendants, individually and acting as a part of a common plan, are attempting to unfairly  deprive Plaintiff and other members of the Class of the true value of their investment in ITC.    138.  As demonstrated by the allegations above, the Individual Defendants failed to  exercise the care required, and breached their duties of loyalty, good faith, and independence  owed to the shareholders of ITC because, among other reasons, they failed to take steps to  maximize the value of ITC to its public shareholders.  139.  The Individual Defendants dominate and control the business and corporate  affairs of ITC, and are in possession of private corporate information concerning ITC assets,  business and future prospects. Thus, there exists an imbalance and disparity of knowledge and  economic power between them and the public shareholders of ITC which makes it inherently  unfair for them to benefit their own interests to the exclusion of maximizing shareholder value.   140.  By reason of the foregoing acts, practices and course of conduct, the Individual  Defendants have failed to exercise due care and diligence in the exercise of their fiduciary  obligations toward Plaintiff and the other members of the Class.  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 46 of 48    Pg ID 95 47  141.  As a result of the actions of the Individual Defendants, Plaintiff and the Class will  suffer irreparable injury in that they have not and will not receive their fair portion of the value  of ITC assets and businesses and have been and will be prevented from obtaining a fair price for  their common stock.  142.  Unless the Individual Defendants are enjoined by the Court, they will continue to  breach their fiduciary duties owed to Plaintiff and the members of the Class, all to the irreparable  harm of the members of the Class.  143.  Plaintiff and the Class have no adequate remedy at law.  Only through the  exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the  immediate and irreparable injury which the Individual Defendants’ actions threaten to inflict.   Claim For Violating Section 20(a) of the Exchange Act   Against the Individual Defendants   127.  Plaintiff repeats and realleges each and every allegation set forth herein.  128.  The Individual Defendants acted as controlling persons of ITC 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 the ITC, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the false statements contained in the F-4 filed with the  SEC, 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  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 44 of 48    Pg ID 93 45  various statements which Plaintiff contends were false and/or materially incomplete and  therefore misleading.    129.  Each of the Individual Defendants were provided with or had unlimited access to  copies of the F-4 and other statements 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 the statements to be corrected.   130.  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 or influence the particular transactions giving rise to the securities  violations alleged herein, and exercised the same.  The F-4 at issue contains the unanimous  recommendation of each of the Individual Defendants to approve the Merger.  Thus, the  Individual Defendants were intimately connected with and directly involved in the making of  this document.   131.  In addition, as the F-4 sets forth at length, and as described herein, the Individual  Defendants were each involved in negotiating, reviewing, and approving the Merger.  The F-4  purports to describe the various issues and information that the Individual Defendants reviewed  and considered.  The Individual Defendants participated in drafting and/or gave their input on the  content of those descriptions.   132.  By virtue of the foregoing, the Individual Defendants have violated Section 20(a)  of the Exchange Act.   133.  As set forth above, the Individual Defendants had the ability to exercise control  over and did control a person or persons who have each violated Section 14(a) and SEC Rule  14a-9, by their acts and omissions as alleged herein.  By virtue of their positions as controlling  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 45 of 48    Pg ID 94 46  persons, these Defendants are liable pursuant to Section 20(a) of the Exchange Act.  As a direct  and proximate result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.   134.  Plaintiff and the Class have no adequate remedy at law.   Claim for Violations of Section 14(a) of the Exchange Act   Against the Company and the Individual Defendants   121.  Plaintiff repeats and realleges each and every allegation set forth herein.   122.  The Defendants issued the F-4 with the intention of soliciting ITC shareholder  support for the Proposed Transaction.    123.  Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange  Act, provides that such communications with shareholders shall not contain “any statement  which, at the time an in the light of the circumstances under which it is made, is false or  2:16-cv-10914-GCS-DRG   Doc # 3   Filed 03/25/16   Pg 43 of 48    Pg ID 92 44  misleading with respect to any material fact, or which omits to state any material fact necessary  in order to make the statements therein not false or misleading.” 17 C.F.R. §240.14a-9.   124.  Specifically, the F-4 violates Section 14(a) and Rule 14a-9 because it omits  material facts as set forth above.  Moreover, in the exercise of reasonable care, Defendants  should have known that the F-4 is materially misleading and omits material facts that are  necessary to render it non-misleading.  125.  The misrepresentations and omissions in the F-4 are material to Class Members   who will be deprived of their right to cast a fully informed vote if such misrepresentations and  omissions are not corrected prior to the vote on the Proposed Transaction.  As a direct and  proximate result of Defendants’ conduct, Plaintiff and the other Class Members will be  irreparably harmed.  126.  Relief for the claims asserted in this Count I should be granted as there is no  adequate remedy at law for these claims.  