According to the Complaint, the inadequate $63.15 per share Merger consideration was the result of Envestnet’s board of director’s (the “Board”) failure to properly oversee the sale process. Instead, the Board sat supine, allowing its conflicted financial advisor, Morgan Stanley, to orchestrate the sale process from start to finish in favor of its lucrative repeat client Bain, while shutting out other interested parties who were consistently offering higher bids. The Board then secured stockholder approval of the Merger through materially omissive proxy materials that concealed conflicts of interest and material details concerning another bidder’s higher proposal.