23.  Plaintiff brings this action on his own behalf and as a class action on behalf of all  owners of Bazaarvoice common stock and their successors in interest and/or their transferees,  except Defendants and any person, firm, trust, corporation or other entity related to or affiliated  with Defendants (the “Class”).   25.  Bazaarvoice collects and distributes consumer-generated content to retailers and  brands to aid those entities in influencing shopping and targeting their advertising.  The  Company does this mainly through its Conversations platform, which is a software-as-a-service  (“SaaS”) platform.  Retailers and brands can use the platform to obtain and display ratings and  reviews, answer consumer questions, and generate analytic reports on trends and issues.  The  Conversations platform provides the foundation for a number of services, including the  Curations service, which allows retailers and brands to find and utilize content from social media  sites, and the Spotlights service, which enables consumer-generated content to be included on a  retailer’s or brand’s category and product pages.  The Company also uses the Conversations  platform to allow brands to interact with consumers using retailers’ websites through the  BrandAnswers service, which allows brands to answer questions and offer suggested products  directly on a retailer’s website, and Review Response, where brands can respond to reviews  posted on retailers’ websites.   26.  The Company also offers a platform for brands and retailers to use consumer  behavior to target their advertisements.  The platform includes features to allow advertising on  mobile devices, use of consumer-generated content in advertisements, and shopper profiles that  marketing departments and agencies can purchase to reach consumers.   28.  Despite the Company’s growth, on November 26, 2017, the Board entered into  the Merger Agreement with Marlin, BV Parent, LLC and BV Merger Sub, Inc.    29.  For decades, academic research has discussed the tendency of managers to focus  on short-term gains over more value-creating, but longer-term, prospects.1  An increase in stock  price, for example, may be one such short-term gain.  Yet attempts to increase stock price may  backfire; one study found that when CEOs focus on short-term stock price, they tend to act in  ways that actually reduce value.2    31.  The Board agreed to sell the Company because, in its view, escaping the short- term pressures of being a public company would allow it to focus on the long term.  At least one  analyst had already recognized Bazaarvoice’s great potential for long term growth.  Weiss Stock  Research Reports stated in a memo dated September 8, 2017, that Bazaarvoice “has  demonstrated a pattern of positive earnings per share growth over the past two years,” and  believed that it would continue to see such growth.    32.  The Proxy notes that in considering the Proposed Transaction, the Board  considered “the uncertainty of whether future trading values would reach the Per Share Merger  Consideration as compared to the certainty of realizing a compelling value for shares of  Common Stock in the Merger.”  Yet in accepting the Merger Consideration, the Board agreed to  a price per share much lower than price targets declared or valuations calculated for Bazaarvoice  throughout 2017.   34.  A June 9, 2017 article on Seeking Alpha entitled “Strong Earnings Highlight  Enormous Potential For Bazaarvoice” calculated Bazaarvoice’s value at $7.09 to $8.30 per share.   35.  A Stock News Magazine article from August 10, 2017, entitled “Is Now The  Right Time To Bet On Bazaarvoice, Inc. (BV)?” noted that the Company had a price target at  that time as high as $7.00 per share, with another price target of $6.13 per share.  The average  price target was $6.25 per share.   36.  An article on Markets.co from September 5, 2017, entitled “B. Riley Reiterates a  Buy Rating on Bazaarvoice” noted that B. Riley had set a price target of $5.75 per share for the  Company.  The article further noted that the average price target at that time was $6.42 per share.   37.  On September 8, 2017, Credit Suisse set a price target for the Company of $7.00  per share.   38.  Despite price targets as high as $7.00 per share, and a calculated value for the  Company as high as $8.30 per share, the Board agreed to sell Bazaarvoice for $5.50 per share.    40.  The Proxy acknowledges that the Company’s executive officers have interests in  the merger that may differ from those of the stockholders and may create conflicts of interest.    41.  Vested stock options and restricted stock that have been awarded to and are held  by Bazaarvoice’s executive officers and directors will vest and be converted into the right to  receive either the Merger Consideration or another amount.  The treatment of these equity  awards, in addition to benefits provided to executive officers through employment agreements,  will create a windfall for Bazaarvoice’s executive officers that is unavailable to the common  stockholders.  As demonstrated in the following chart, the executive officers of Bazaarvoice in  total stand to receive up to $14.4 million, if they are let go without “cause” or voluntarily leave  for “good reason” within one year of the Proposed Transaction closing:  Name  Total  Cash  Total  Equity  Tax  Reimbursement  Other  Total  Gene Austin  $944,739 $5,062,633  —  —  $6,007,372  Jim Offerdahl  $541,939 $2,062,715  —  —  $2,604,654  Gary Allison  $458,059 $1,395,582  —  —  $1,853,641  Michael Paulson  $480,517 $1,494,423  —  —  $1,974,940  Joe Rohrlich  $472,968 $1,389,063  $114,234  $24,800 $2,001,065   43.  In addition, throughout the sales process, Marlin made clear its desire to retain the  executive officers of Bazaarvoice, which includes Defendant Austin, after the Proposed  Transaction closes.  According to the Proxy, Marlin informed Bazaarvoice that it wanted the  executive officers and members of management to rollover their equity to increase the likelihood  that they remained at the Company.  C.  The Preclusive Deal Protection Devices   44.  As part of the Merger Agreement, Defendants agreed to certain preclusive deal  protection devices that ensure that no competing offers for the Company will emerge.   45.  For example, section 5.3(a)(i) of the Merger Agreement includes a “no  solicitation” provision barring the Company from soliciting or encouraging the submission of an  acquisition proposal.  Section 5.3(g) demands that the Company cease and terminate all  solicitations, discussions or negotiations with any party concerning an acquisition proposal.   Section 5.3 fails to provide a “go-shop” period that would allow the Board to rightfully seek out  a better offer for the Company.   47.  In other words, the Merger Agreement gives Marlin access to any rival bidder’s  information and allows Marlin a free right to top any superior offer.  Accordingly, no rival bidder  is likely to emerge and act as a stalking horse for Bazaarvoice, because the Merger Agreement  unfairly assures that any “auction” will favor Marlin and allow Marlin to piggy-back upon the  due diligence of the foreclosed second bidder.   48.  In addition, pursuant to section 7.1(e) of the Merger Agreement, Bazaarvoice  must pay Marlin a termination fee of $18.27 million if the Company decides to pursue another  offer, thereby essentially requiring that the alternate bidder agree to pay a naked premium for the  right to provide the shareholders with a superior offer.   5.3(c) of the Merger Agreement, the Company must notify Marlin of any offer, indication of  interest, or request for information made by an unsolicited bidder.  Thereafter, should the Board  determine that the unsolicited offer is superior, section 5.3(e) requires that the Board grant  Marlin four (4) business days to negotiate the terms of the Merger Agreement to render the  superior proposal no longer superior.  Marlin is able to match the unsolicited offer because,  pursuant to section 5.3(c) of the Merger Agreement, the Company must provide Marlin with the  identity of the party making the proposal and the material terms of the superior proposal,  eliminating any leverage that the Company has in receiving the unsolicited offer.   50.  The Individual Defendants owe the stockholders a duty of candor.  They must  disclose all material information regarding the Proposed Transaction to Bazaarvoice stockholders  so that they can make a fully informed decision whether to vote in favor of the Proposed  Transaction.   51.  On December 15, 2017, Defendants filed the Proxy with the SEC.  The purpose of  the Proxy is, inter alia, to provide the Company’s stockholders with all material information  necessary for them to make an informed decision on whether to vote their shares in favor of the  Proposed Transaction.  However, significant and material facts were not provided to Plaintiff and  the Class.  Without such information, Bazaarvoice shareholders cannot make a fully informed  decision concerning whether or not to vote in favor of the Proposed Transaction.  Materially Misleading Statements/Omissions Regarding the Management-Prepared Financial  Forecasts   53.  Notably, Defendants failed to disclose for fiscal years 2018 to 2022, and the  second half of fiscal year 2018, for both the July and October management projections:  (a) revenue; (b) cost of revenue; (c) operating expenses, including research and development,  sales and marketing, general and administrative, acquisition related and other, and amortization  of acquired intangible assets; (d) depreciation and amortization; (e) operating income; (f) cash  taxes; (g) capitalized internal use software; (h) capital expenditures; (i) increases in net working  capital; and (j) stock-based compensation expense.  This omitted information is necessary for  Bazaarvoice stockholders to make an informed decision on whether to vote in favor of the  Proposed Transaction.  Materially Incomplete and Misleading Disclosures Concerning GCA Advisors’s Financial  Analyses    54.  First, with respect to the Comparable Company Analysis, the Proxy fails to  disclose the objective selection criteria for each company, as well as the amounts of capitalized  software development costs used by GCA Advisors in the calculation of each of the Modified  Adjusted EBITDA multiples for each of the selected comparable companies.  The Proxy also  fails to disclose whether GCA Advisors perform any kind of benchmarking analysis for  Bazaarvoice, relative to the selected comparable companies.   56.  Finally, with respect to the Discounted Cash Flow Analysis, the Proxy fails to  disclose the range of implied terminal adjusted EBTIDA multiples and implied terminal  modified adjusted EBITDA multiples resulting from the analysis.  The Proxy also fails to  disclose the terminal year estimate of free cash flow to which the selected perpetuity growth  rates were applied.  Materially Incomplete and Misleading Disclosures Concerning the Flawed Process   57.  The Proxy also fails to disclose material information concerning the sales process.   For example, Marlin informed GCA Advisors, in connection with the indication of interest it  made on September 28, 2017, that “management continuity was important to its offer.”  On  October 9, 2017, Marlin informed GCA Advisors that it would need members of senior  management to roll over their unvested equity awards to increase the likelihood that senior  management stayed on.  Yet the Proxy is silent as to whether GCA Advisors informed the Board  of Marlin’s desire for management to remain at the Company and rollover their equity interests.   The Proxy also fails to disclose whether members of management were aware of Marlin’s  requests or discussed the rollover of equity interests with Marlin.   58.  The Proxy fails to disclose whether Defendants Meredith and Hawn considered  financial advisors as discussed at the Board meeting on April 10, 2017.  The Proxy also fails to  disclose whether the Board considered any other financial advisors besides GCA Advisors.    60.  The Proxy also fails to disclose the valuation analyses provided to the Board on  May 5, 2017, May 31, 2017, and October 23, 2017.   61.  In addition, the Proxy fails to disclose whether GCA Advisors had any  discussions with Sponsor A between October 5, 2017, and October 23, 2017.   62.  Finally, the Proxy fails to disclose whether GCA Advisors provided any services  for Marlin for which it received fees.   63.  This information is necessary to provide Company stockholders a complete and  accurate picture of the sales process and its fairness.  Without this information, stockholders  were not fully informed as to Defendants’ actions, including those that may have been taken in  bad faith, and cannot fairly assess the process.  And, without all material information,  Bazaarvoice stockholders are unable to make a fully informed decision in connection with the  Proposed Transaction and face irreparable harm, warranting the injunctive relief sought herein.   64.  In addition, the Individual Defendants knew or recklessly disregarded that the  Proxy omits the material information concerning the Proposed Transaction and contains the  materially incomplete and misleading information discussed above.   66.  Further, the Proxy indicates that on November 26, 2017, GCA Advisors reviewed  with the Board its financial analysis of the Merger Consideration delivered to the Board an oral  opinion, which was confirmed by delivery of a written opinion dated November 26, 2017, to the  effect that the Merger Consideration was fair, from a financial point of view, to Bazaarvoice  shareholders.  Accordingly, the Individual Defendants undoubtedly reviewed or were presented  with the material information concerning GCA Advisors’s financial analyses which has been  omitted from the Proxy and, thus, knew or should have known that such information has been  omitted.   67.  Plaintiff and the other members of the Class are immediately threatened by the  wrongs complained of herein and lack an adequate remedy at law.  Accordingly, Plaintiff seeks  injunctive and other equitable relief to prevent the irreparable injury that the Company’s  shareholders will continue to suffer absent judicial intervention.  68.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   69.  Defendants have filed the Proxy with the SEC with the intention of soliciting  Bazaarvoice shareholder support for the Proposed Transaction.  Each of the Individual  Defendants reviewed and authorized the dissemination of the Proxy, which fails to provide the  material information referenced above.   71.  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 and in the light of the circumstances under which it is made, is false or  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.   72.  Specifically, and as detailed above, the Proxy violates Section 14(a) and Rule  14a-9 because it omits material facts concerning: (i) management’s financial projections; (ii) the  value of Bazaarvoice shares and the financial analyses performed by GCA Advisors in support of  its fairness opinion; and (iii) the sales process.   74.  The misrepresentations and omissions in the Proxy are material to Plaintiff and  the Class, who will be deprived of their right to cast an informed vote if such misrepresentations  and omissions are not corrected prior to the vote on the Proposed Transaction.  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  that Defendants’ actions threaten to inflict.  75.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   76.  The Individual Defendants acted as controlling persons of Bazaarvoice 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 Bazaarvoice and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the Proxy 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 various statements that Plaintiff contends are materially incomplete and  misleading.   78.  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 Exchange Act  violations alleged herein, and exercised the same.  The omitted information identified above was  reviewed by the Board prior to voting on the Proposed Transaction.  The Proxy at issue contains  the unanimous recommendation of each of the Individual Defendants to approve the Proposed  Transaction.  They were, thus, directly involved in the making of the Proxy.   79.  In addition, as the Proxy sets forth at length, and as described herein, the  Individual Defendants were involved in negotiating, reviewing, and approving the Merger  Agreement.  The Proxy 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.   80.  By virtue of the foregoing, the Individual Defendants have violated Section 20(a)  of the Exchange Act.   81.  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 Rule 14a-9,  by their acts and omissions as alleged herein.  By virtue of their positions as controlling persons,  Defendants are liable pursuant to Section 20(a) of the Exchange Act.  As a direct and proximate  result of Individual Defendants’ conduct, Plaintiff and the Class will be irreparably harmed.  A.  The Board’s Dislike of Short-Term Pressures Leads Them to Sell the Company for  an Unfair Price   On Behalf of Plaintiff and the Class Against All Defendants for Violations of   Section 14(a) of the Exchange Act and Rule 14a-9    On Behalf of Plaintiff and the Class against the Individual Defendants for  Violations of Section 20(a) of the Exchange Act  