Analyze the issue based on the following criteria:
- Identify the parties involved in the case dispute (who is the plaintiff and who is the defendant).
- Identify the facts associated with the case and fact patterns.
- Develop the appropriate legal issue(s) in question (i.e., the specific legal issue between the two parties).Provide a judgment on who should win the case – be clear.
- Support your decision with an appropriate rule of law.
- Be prepared to defend your decision and to objectively evaluate the other points of view.
In January 2003, Motorola began a hostile tender offer to obtain the 26 percent of Next Level Communications, Inc., that it did not own. It offered Next Level shareholders $ 1.04 per share. After Next Level shareholders petitioned to stop the takeover, Motorola increased its offer to $ 1.18 per share. After four months, Motorola had acquired 88 percent of Next Level’s outstanding stock. It then converted some of its preferred stock into common stock, increasing its common stock ownership of Next Level to more than 90 percent. Motorola then initiated a short- form merger with Next Level, cashing out Next Level’s minority shareholders. One of these shareholders, Nick Gilliland, sued Next Level and Motorola for breach of their fiduciary duty to disclose information about Next Level’s financial condition to Next Level minority shareholders. Gilliland argued that minority shareholders needed this information to decide whether to accept Motorola’s cash- out offer or to exercise their appraisal rights. Motorola and Next Level argued that they sent minority shareholders information about Next Level’s financial situation when Motorola made its initial tender offer. Moreover, they argued that the notice of the short- form merger they sent to minority shareholders met statutory requirements.
Do you think the court sided with the corporations or with the minority shareholders in this case? Why?
If you think the court sided with the shareholders, what remedies do you think should be available to them? [ Gilliland v. Motorola, Inc., 873 A. 2d 305 ( 2005).]
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