Motorola 2007 Annual Report Download - page 39

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, and defendants moved to dismiss that complaint in January 2008.
Charter Communications Class Action Securities Litigation
On August 5, 2002, Stoneridge Investment Partners LLC filed a purported class action in the United States
District Court for the Eastern District of Missouri (“District Court”) against Charter Communications, Inc.
(“Charter”) and certain of its officers, alleging violations of Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder relating to Charter securities. This complaint did not name Motorola as a
defendant, but asserted that Charter and the other named defendants had violated the securities laws in connection
with, inter alia, a transaction with Motorola. On August 5, 2003, the plaintiff amended its complaint to add
Motorola, Inc. as a defendant. As to Motorola, the amended complaint alleged a claim under Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5(a)-(c) promulgated thereunder relating to Charter securities and
seeks an award of compensatory damages. The District Court issued a final judgment dismissing Motorola from
the case which plaintiff appealed to the United States Court of Appeals for the Eighth Circuit (“Court of
Appeals”). On April 11, 2006, the Court of Appeals affirmed the final judgment of the District Court dismissing
Motorola from the case. On January 15, 2008, the Supreme Court affirmed the decision of the Court of Appeals.
In re Adelphia Communications Corp. Securities and Derivative Litigation
On December 22, 2003, Motorola was named as a defendant in two cases relating to the In re Adelphia
Communications Corp. Securities and Derivative Litigation (the “Adelphia MDL”). The Adelphia MDL consists of
at least fourteen individual cases and one purported class action that were filed in or have been transferred to the
United States District Court for the Southern District of New York. First, Motorola was named as a defendant in
the Second Amended Complaint in the individual case of W.R. Huff Asset Management Co. L.L.C. v. Deloitte &
Touche LLP, et al. (the “Huff Complaint”) This case was originally filed by W.R. Huff Asset Management Co.
L.L.C. on June 7, 2002, in the United States District Court for the Western District of New York and was
subsequently transferred to the Southern District of New York as related to the Adelphia MDL. Motorola and
several other individual and corporate defendants are named in the amended complaint.
As to Motorola, the complaint alleges a claim arising under Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 promulgated thereunder relating to Adelphia securities, and seeks recovery of the
consideration paid by plaintiff for Adelphia debt securities, compensatory damages, costs and expenses of litigation
and other relief. Motorola filed a motion to dismiss this complaint on March 8, 2004, which is awaiting decision.
Also on December 22, 2003, Motorola was named as a defendant in Stocke v. John J. Rigas, et al. This case
was originally filed in Pennsylvania and was subsequently transferred to the Southern District of New York as
related to the Adelphia MDL. Motorola and several other individual and corporate defendants are named in the
amended complaint. As to Motorola, the complaint generally makes the same allegations as the Huff Complaint
and a state law claim of aiding and abetting fraud relating to Adelphia securities. The complaint seeks return of
the consideration paid by plaintiff for Adelphia securities, punitive damages and other relief. Motorola filed a
motion to dismiss this complaint on April 12, 2004, which is awaiting decision.
On July 23, 2004, Motorola was named as a defendant in Argent Classic Convertible Arbitrage Fund L.P., et
al. v. Scientific-Atlanta, Inc., et al. (the “Argent Complaint”). The Argent Complaint was filed against Scientific
Atlanta and Motorola in the Southern District of New York. The Argent Complaint generally makes the same
allegations as the other previously-disclosed cases relating to the In re Adelphia Communications Corp. Securities
and Derivative Litigation that have been transferred to the Southern District of New York. The complaint seeks
compensatory damages and other relief. Motorola filed a motion to dismiss the Argent Complaint on October 12,
2004, which is awaiting decision.
On September 14, 2004, Motorola was named in a complaint filed in state court in Los Angeles, California,
naming Motorola and Scientific-Atlanta and certain officers of Scientific-Atlanta, Los Angeles County Employees
Retirement Association et al. v. Motorola, Inc., et al. The complaint raises claims under California law for aiding
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