The claims in the complaint are in connection with the proposed acquisition of Motorola by Google Inc. ("Google") (the "Proposed Transaction").
According to the complaint, on August 15, 2011, defendants announced that they had entered into a Definitive Merger Agreement pursuant to which Google will purchase Motorola for $12.5 billion in cash. The complaint alleges, among other things, that the offered consideration does not compensate shareholders for the Company's intrinsic value and stand-alone alternatives going forward, nor does it compensate shareholders for the Company's value as a strategic asset for Google.
The complaint alleges that in pursuing the Proposed Transaction, each of the defendants has violated applicable law by directly breaching and/or aiding and abetting breaches of fiduciary duties of loyalty and due care owed to plaintiff and the proposed class
