(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder  Against All Defendants)   (Violations of Section 20(a) of the Exchange Act Against The Individual Defendants)   18.  CBS is a mass media company with operations in the entertainment, cable  networks, publishing, and local media segments. The Company’s voting Class A Common Stock  and non-voting Class B Common Stock are listed and traded on the NYSE under the symbols  “CBS.A” and “CBS”, respectively.   Materially False and Misleading Statements Issued During the Class Period   19.  The Class Period begins on February 14, 2014, when the Company filed its Form  10-K for the fiscal year ended December 31, 2013 (the “2013 10-K”). In the 2013 10-K, CBS  stated in relevant part:  The Loss of Key Personnel, Including Talent, Could Disrupt the Management  or Operations of the Company's Business and Adversely Affect Its Revenues  The Company's business depends upon the continued efforts, abilities and  expertise of its chief executive officer and other key employees and entertainment  personalities. The Company believes that the unique combination of skills and  experience possessed by its executive officers would be difficult to replace, and  that the loss of its executive officers could have a material adverse effect on the  Company, including the impairment of the Company's ability to execute its  business strategy.    20.  The 2013 10-K contained signed certifications pursuant to the Sarbanes-Oxley  Act of 2002 (“SOX”) by the Individual Defendants, stating that the 2013 10-K “does not contain  any untrue statement of a material fact or omit to state a material fact necessary to make the  statements made, in light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this report[.]”   23.  Section VI of the BCS provided:  47.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil  Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or  otherwise acquired CBS securities during the Class Period (the “Class”); and were damaged  upon the revelation of the alleged corrective disclosures. Excluded from the Class are Defendants  herein, the officers and directors of the Company, at all relevant times, members of their  immediate families and their legal representatives, heirs, successors or assigns and any entity in  which Defendants have or had a controlling interest.   48.  The members of the Class are so numerous that joinder of all members is  impracticable.  Throughout the Class Period, CBS securities were actively traded on the NYSE.   While the exact number of Class members is unknown to Plaintiff at this time and can be  ascertained only through appropriate discovery, Plaintiff believes that there are hundreds or  thousands of members in the proposed Class.  Record owners and other members of the Class  may be identified from records maintained by CBS or its transfer agent and may be notified of  the pendency of this action by mail, using the form of notice similar to that customarily used in  securities class actions.   50.  Plaintiff will fairly and adequately protect the interests of the members of the  Class and has retained counsel competent and experienced in class and securities litigation.   Plaintiff has no interests antagonistic to or in conflict with those of the Class.   51.  Common questions of law and fact exist as to all members of the Class and  predominate over any questions solely affecting individual members of the Class.  Among the  questions of law and fact common to the Class are:    •  whether the federal securities laws were violated by Defendants’ acts as alleged  herein;  •  whether statements made by Defendants to the investing public during the Class  Period misrepresented material facts about the business, operations and  management of CBS;  •  whether the Individual Defendants caused CBS to issue false and misleading  financial statements during the Class Period;  •  whether Defendants acted knowingly or recklessly in issuing false and  misleading financial statements;  •  whether the prices of CBS securities during the Class Period were artificially  inflated because of the Defendants’ conduct complained of herein; and  •  whether the members of the Class have sustained damages and, if so, what is the  proper measure of damages.   52.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable.  Furthermore, as  the damages suffered by individual Class members may be relatively small, the expense and  burden of individual litigation make it impossible for members of the Class to individually  redress the wrongs done to them.  There will be no difficulty in the management of this action as  a class action.   54.  Based upon the foregoing, Plaintiff and the members of the Class are entitled to a  presumption of reliance upon the integrity of the market.    55.  Alternatively, Plaintiff and the members of the Class are entitled to the  presumption of reliance established by the Supreme Court in Affiliated Ute Citizens of the State  of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material  information in their Class Period statements in violation of a duty to disclose such information,  as detailed above.  56.  Plaintiff repeats and reallege each and every allegation contained above as if fully  set forth herein.   58.  During the Class Period, Defendants engaged in a plan, scheme, conspiracy and  course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions,  practices and courses of business which operated as a fraud and deceit upon Plaintiff and the  other members of the Class; made various untrue statements of material facts and omitted to state  material facts necessary in order to make the statements made, in light of the circumstances  under which they were made, not misleading; and employed devices, schemes and artifices to  defraud in connection with the purchase and sale of securities.  Such scheme was intended to,  and, throughout the Class Period, did:  (i) deceive the investing public, including Plaintiff and  other Class members, as alleged herein; (ii) artificially inflate and maintain the market price of  CBS securities; and (iii) cause Plaintiff and other members of the Class to purchase or otherwise  acquire CBS securities and options at artificially inflated prices.  In furtherance of this unlawful  scheme, plan and course of conduct, Defendants, and each of them, took the actions set forth  herein.   59.  Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the  Defendants participated directly or indirectly in the preparation and/or issuance of the quarterly  and annual reports, SEC filings, press releases and other statements and documents described  above, including statements made to securities analysts and the media that were designed to  influence the market for CBS securities.  Such reports, filings, releases and statements were  materially false and misleading in that they failed to disclose material adverse information and  misrepresented the truth about CBS finances and business prospects.   61.  Information showing that Defendants acted knowingly or with reckless disregard  for the truth is peculiarly within Defendants’ knowledge and control.  As the senior managers  and/or directors of CBS, the Individual Defendants had knowledge of the details of CBS internal  affairs.   63.  During the Class Period, CBS securities were traded on an active and efficient  market.  Plaintiff and the other members of the Class, relying on the materially false and  misleading statements described herein, which the Defendants made, issued or caused to be  disseminated, or relying upon the integrity of the market, purchased or otherwise acquired shares  of CBS securities at prices artificially inflated by Defendants’ wrongful conduct.  Had Plaintiff  and the other members of the Class known the truth, they would not have purchased or otherwise  acquired said securities, or would not have purchased or otherwise acquired them at the inflated  prices that were paid.  At the time of the purchases and/or acquisitions by Plaintiff and the Class,  the true value of CBS securities was substantially lower than the prices paid by Plaintiff and the  other members of the Class.  The market price of CBS securities declined sharply upon public  disclosure of the facts alleged herein to the injury of Plaintiff and Class members.   64.  By reason of the conduct alleged herein, Defendants knowingly or recklessly,  directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5  promulgated thereunder.   65.  As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and  the other members of the Class suffered damages in connection with their respective purchases,  acquisitions and sales of the Company’s securities during the Class Period, upon the disclosure  that the Company had been disseminating misrepresented financial statements to the investing  public.  67.  During the Class Period, the Individual Defendants participated in the operation  and management of CBS, and conducted and participated, directly and indirectly, in the conduct  of CBS business affairs.  Because of their senior positions, they knew the adverse non-public  information about CBS misstatement of income and expenses and false financial statements.   68.  As officers and/or directors of a publicly owned company, the Individual  Defendants had a duty to disseminate accurate and truthful information with respect to CBS  financial condition and results of operations, and to correct promptly any public statements  issued by CBS which had become materially false or misleading.   69.  Because of their positions of control and authority as senior officers, the  Individual Defendants were able to, and did, control the contents of the various reports, press  releases and public filings which CBS disseminated in the marketplace during the Class Period  concerning CBS results of operations.  Throughout the Class Period, the Individual Defendants  exercised their power and authority to cause CBS to engage in the wrongful acts complained of  herein. The Individual Defendants therefore, were “controlling persons” of CBS within the  meaning of Section 20(a) of the Exchange Act.  In this capacity, they participated in the unlawful  conduct alleged which artificially inflated the market price of CBS securities.   71.  By reason of the above conduct, the Individual Defendants are liable pursuant to  Section 20(a) of the Exchange Act for the violations committed by CBS.  Background  