(Against the Individual Defendants for Violations of Section 20(a) of the Exchange Act)   (Against All Defendants for Violations of Section 14(a) of the Exchange Act and Rule 14a-9  Promulgated Thereunder)    Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of herself  and the other public shareholders of Orbital ATK (the “Class”).  Excluded from the Class are  Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated  with any Defendant.    Orbital ATK, is an aerospace and defense systems company and supplier of related  products to the United States Government, allied nations, prime contractors and other customers.  The Company's segments include Flight Systems Group, Defense Systems Group, Space Systems  Group, and Corporate. Its products include launch vehicles and related propulsion systems;  satellites and associated components and services; tactical missiles, subsystems and defense  electronics, precision weapons, armament systems, and ammunition. The Flight Systems Group  segment consists of Launch Vehicles Division, Propulsion Systems Division, and Aerospace  Structures Division. The Defense Systems Group segment consists of Armament Systems  Division, Defense Electronic Division, Missile Products Division, and Small Caliber Systems  Division. The Space Systems Group consists of Commercial Satellites Division, Government  Satellites Division, Space Components Division, and Technical Services Division.    The Merger Consideration is inadequate given Orbital ATK’s recent financial  performance and strong growth prospects.     In the year leading up to the announcement of the Proposed Merger, Orbital ATK’s  stock price increased over 50%, going from $72.48 on September 16, 2016 to $110.04 on  September 15, 2017, illustrated by the chart below:    Orbital ATK’s good news has continued since announcing the deal. On September  19, 2017, the Company announced that the U.S. Army placed an additional $123 million in orders  under production contract Option 2 for the Precision Guidance Kit (PGK) that will continue to  deliver PGK’s to the warfighter. Orbital ATK had previously signed a $69 million production  option in July 2016 under the same Option 2. Additionally, on October 24, 2017, the Company  announced they received a $24 million contract from Lockheed Martin to produce additional  composite components for the F-35 Joint Strike Fighter.    Finally, Citigroup valued the Company at a higher price than the Merger  Consideration. Citigroup calculated an implied equity value per share of up to $157.15,  substantially higher than the $134.50 Merger Consideration.    Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.    Section 14(a)(1) of the Exchange Act makes it “unlawful for any person, by the use  of the mails or by any means or instrumentality of interstate commerce or of any facility of a  national securities exchange or otherwise, in contravention of such rules and regulations as the  Commission may prescribe as necessary or appropriate in the public interest or for the protection  of investors, to solicit or to permit the use of his name to solicit any proxy or consent or  authorization in respect of any security (other than an exempted security) registered pursuant to  section 78l of this title.”  15 U.S.C. § 78n(a)(1).    The omission of information from a proxy statement will violate Section 14(a) and  Rule 14a-9 if other SEC regulations specifically require disclosure of the omitted information.      Defendants have issued the Proxy with the intention of soliciting shareholder  support for the Proposed Merger.  Each of the Defendants reviewed and authorized the  dissemination of the Proxy, which fails to provide critical information regarding, amongst other  things: (i) financial projections for the Company; and (ii) the valuation analyses performed by  Citigroup in support of its fairness opinion.    In so doing, Defendants made untrue statements of fact and/or omitted material  facts necessary to make the statements made not misleading. Each of the Individual Defendants,  by virtue of their roles as officers and/or directors, were aware of the omitted information but failed  to disclose such information, in violation of Section 14(a). The Individual Defendants were  therefore negligent, as they had reasonable grounds to believe material facts existed that were  misstated or omitted from the Proxy, but nonetheless failed to obtain and disclose such information  to shareholders although they could have done so without extraordinary effort.     The Individual Defendants knew or were negligent in not knowing that the material  information identified above has been omitted from the Proxy, rendering the sections of the Proxy  identified above to be materially incomplete and misleading.  Indeed, the Individual Defendants  were required to review Citigroup’s analyses in connection with their receipt of the fairness  opinion, question Citigroup as to its derivation of fairness, and be particularly attentive to the  procedures followed in preparing the Proxy and review it carefully before it was disseminated, to  corroborate that there are no material misstatements or omissions.    The Individual Defendants were, at the very least, negligent in preparing and  reviewing the Proxy.  The preparation of a proxy statement by corporate insiders containing  materially false or misleading statements or omitting a material fact constitutes negligence.  The  Individual Defendants were negligent in choosing to omit material information from the Proxy or  failing to notice the material omissions in the Proxy upon reviewing it, which they were required  to do carefully as the Company’s directors.  Indeed, the Individual Defendants were intricately  involved in the process leading up to the signing of the Merger Agreement and the preparation of  the Company’s financial projections.      Orbital ATK is also deemed negligent as a result of the Individual Defendants’  negligence in preparing and reviewing the Proxy.        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 Merger.      Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.    The Individual Defendants acted as controlling persons of Orbital ATK 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 Orbital ATK, 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.    Each of the Individual Defendants was provided with or had unlimited access to  copies of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or  shortly after these statements were issued and had the ability to prevent the issuance of the  statements or cause the statements to be corrected.    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 Proxy at issue contains the unanimous  recommendation of each of the Individual Defendants to approve the Proposed Merger.  They were  thus directly involved in preparing this document.    By virtue of the foregoing, the Individual Defendants have violated Section 20(a)  of the Exchange Act.    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, these  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.    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.  I.  Background and the Proposed Transaction  