(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  and 17 C.F.R. § 244.100 Promulgated Thereunder)    Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of himself  and the other public shareholders of Beneficial (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.    WSFS is a savings and loan holding company headquartered in Wilmington,  Delaware and the parent to WSFS Bank, one of the ten oldest bank and trust companies in the  United States continuously operating under the same name.  WSFS Bank is also the largest locally- managed bank and trust company headquartered in the Delaware Valley.    On August 8, 2018, Beneficial and WSFS issued a joint press release announcing  the Proposed Transaction.  The press release stated, in relevant part:  WSFS Financial Corporation Announces Combination with  Beneficial Bancorp, Inc.,  Creating the Largest, Premier, Locally-Headquartered  Community Bank   for the Greater Delaware Valley  Concurrently executing a technology transformation to secure a  competitive advantage and meet fast-changing Customer needs.  WILMINGTON, Del. and PHILADELPHIA, Pa. — WSFS  Financial Corporation (NASDAQ: WSFS) and Beneficial Bancorp,  Inc. (NASDAQ: BNCL), jointly announced today the signing of a  definitive agreement whereby WSFS Financial Corporation   Plaintiff incorporate each and every allegation set forth above as if fully set forth  herein.    Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange  Act, provides that proxy communications 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.    The omission of information from a proxy 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 the Company’s  common shareholders’ support for the Proposed Transaction.  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 Beneficial; and (ii) the valuation  analyses performed by Beneficial’s financial advisor, Sandler, in support of their 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 the Company’s shareholders although they could have done so without extraordinary effort.     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.    Beneficial is also deemed negligent as a result of the Individual Defendants’  negligence in preparing and reviewing the Proxy.    Plaintiff incorporate each and every allegation set forth above as if fully set forth  herein.    The Individual Defendants acted as controlling persons of Beneficial 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 Beneficial, 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 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.    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 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.  Company Background and the Proposed Transaction  