Motorola 2009 Annual Report Download - page 39

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fourth quarter of 2006. The complaint seeks unspecified damages and other relief relating to the purported
inflation in the price of Motorola shares during the class period. An amended complaint was filed December 20,
2007, and Motorola moved to dismiss that complaint in February 2008. On September 24, 2008, the district
court granted this motion in part to dismiss Section 10(b) claims as to two individuals and certain claims related
to forward looking statements, among other things, and denied the motion in part. On August 25, 2009, the
district court granted plaintiff’s motion for class certification.
In addition, on August 24, 2007, two lawsuits were filed as purportedly derivative actions on behalf of
Motorola, Williams v. Zander, et al. , and Cinotto v. Zander, et al., in the Circuit Court of Cook County, Illinois
against the Company and certain of its current and former officers and directors. These complaints make similar
factual allegations to those made in the Silverman complaint and assert causes of action for breach of fiduciary
duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. The complaints
seek unspecified damages associated with the alleged loss to the Company deriving from the defendants’ actions
and demand that Motorola make a number of changes to its internal procedures. An amended complaint was
filed on December 14, 2007. On January 27, 2009, Motorola’s motion to dismiss the amended complaint was
granted in part and denied in part.
St. Lucie County Fire District Firefighters’ Pension Trust Fund Securities Class Action Case
A purported class action lawsuit on behalf of the purchasers of Motorola securities between December 6,
2007 and January 22, 2008, St. Lucie County Fire District Firefighters’ Pension Fund v. Motorola, Inc., et al.,
was filed against the Company and certain current and former officers and directors of the Company on
January 21, 2010, in the United States District Court for the Northern District of Illinois. The complaint alleges
violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as, in the case of the
individual defendants, the control person provisions of the Securities Exchange Act. The primary factual
assertions in the complaint are that the defendants knowingly or recklessly made materially misleading statements
concerning Motorola’s financial projections and sales demand for Motorola phones during the class period. The
complaint seeks unspecified damages and other relief relating to the purported inflation in the price of Motorola
shares during the class period.
Groussman v. Motorola et al. and Orlando v. Motorola et al. ERISA Class Action Cases
Two purported class action lawsuits on behalf of all participants in or beneficiaries of the Motorola 401(k)
Plan (the ‘‘Plan’’) between July 1, 2007 and the present and whose accounts included investments in Motorola
stock, Joe M. Groussman v. Motorola, Inc. et al. and Angelo W. Orlando v. Motorola, Inc. et al., were filed
against the Company and certain current and former officers, directors, and employees of the Company, the
Motorola 401(k) Plan Committee, the Advisory Committee of Motorola and other unnamed defendants on
February 10, 2010, in the United States District Court for the Northern District of Illinois. The identical
complaints allege violations of Sections 404 and 405 of the Employee Retirement Income Security Act of 1974
(‘‘ERISA’’). The primary claims in the complaints are that, in connection with alleged incorrect statements
concerning Motorola’s financial projections and demand for Motorola phones during the class period, various of
the defendants failed to prudently and loyally manage the Plan by continuing to offer Motorola stock as a Plan
investment option, failed to provide complete and accurate information regarding the performance of Motorola
stock to the Plan’s participants and beneficiaries, failed to avoid conflicts of interest, and/or failed to monitor the
Plan fiduciaries. The complaints seek unspecified damages and other relief relating to the purported losses to the
Plan and individual participant accounts.
Motorola is a defendant in various other suits, claims and investigations that arise in the normal course of
business. In the opinion of management, the ultimate disposition of the Company’s pending legal proceedings will
not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of
operations.