The complaint alleges Defendants authorized the filing of a false and misleading preliminary proxy on Schedule 14A (“Proxy”) with the SEC, in (i) violation of the Exchange Act and Rule 14a-9, and (ii) breach of their fiduciary duties under Delaware law, with the aim of soliciting Avid stockholders to vote for the Transaction at a special meeting of Avid stockholders on a date yet to be scheduled (“Stockholder Vote”). The Proxy contains materially false statements, and material omissions that render statements therein misleading, that violate the above-referenced Exchange Act provisions and Rule 14a-9, and constitute breaches of fiduciary duty under Delaware law. The foregoing violations and breaches must be cured in advance of the Stockholder Vote to enable Avid stockholders to cast informed votes with respect to the Transaction.