The complaint alleges Defendants materially misrepresented the sale process leading up to the Merger by, among other things, omitting that they failed to adequately solicit potential strategic acquirors for Focus Financial. Contrary to Defendants’ public statements concerning the Merger, including in the definitive shareholder proxy statement filed on June 12, 2023, the sale process allegedly was not “thorough” because strategic buyers were not adequately canvassed by Defendants, the one strategic buyer that broke through was denied critical due diligence and its higher-priced merger proposal was rejected. As alleged in the complaint, Stone Point preferred a transaction with CD&R, as opposed to the strategic acquiror that was prepared to offer more to Focus shareholders, given Stone Point’s interest in obtaining a more lucrative equity rollover into a private equity firm.