Homer Simpson, Darryl Strawberry and Keating v. Motorola

A former student e-shared with me the news report about the Keating v. Motorola Mobility Holdings class-action suit, which claims that Motorola and its board violated fiduciary duties by entering into a merger agreement with Google.  (The case is John Keating v Motorola Mobility Holdings Inc., et al., Circuit Court of Cook County, No. 28854; the complaint is available via Westlaw.) 

The suit alleges:

The offered consideration does not compensate shareholders for the Company's intrinsic value and stand-alone alternatives going forward, not does it compensate shareholders for the Company's value as a strategic asset for Google.  

All in all, after a quick look at the complaint, these are my first thoughts: (1) Mr. Keating trusts his judgment over the board of directors, (2) Mr. Keating does not care for Carl Icahn, and (3) the case seems premature.  In addition to sending me the article, my former student asked, is there any likeihood this suit will succeed?  As I thought about my response, I remembered an old Simpsons episode, which leads to my Darryl Strawberry reference.  Simpsons fans will recall the episode when Darryl Strawberry and other Major League Players came in as ringers for the Springfield Nuclear Power Plant softball team's championship game. Homer Simpson played right field, and when Strawberry joined the team, this exchange followed:

Homer Simpson: You're Darryl Strawberry! 
Darryl Strawberry: Yes. 
Homer Simpson: You play right field. 
Darryl Strawberry: Yes. 
Homer Simpson: I play right field too. 
Darryl Strawberry: So? 
Homer Simpson: Well, are you better than me? 
Darryl Strawberry: Well, I've never met you, but... yes. 

As I took a glance at the complaint, my response followed something like this:

Former Student: Shareholders sued Motorola for agreeing to merge with Google.
Me: Yes. 
Former Student: The Motorola shareholders haven't had their vote yet, either, right? 
Me: Yes. 
Former Student: The complaint seems to allege a violation of Revlon duties, but those don't apply to all negotiated acquitions, right? 
Me: Correct. 
Former Student: So, is there any chance of success? 
Me: Well, I've haven't seen any of the evidence, and I don't know a lot of the specifics, but... no.

--JPF