Legal Question in Employment Law in California

If the transaction to purchase Motorola by Google closes before January 28, 2012 thousands of Motorola employees stand to lose millions of dollars in granted yet not vested til 1/28/12 restricted stock units. Is such an economically crushing blow to so many grounds for a class action suit that can force the transaction to occur on or after 1/29/2012?


Asked on 9/01/11, 9:50 am

2 Answers from Attorneys

Before you even get to whether you could initiate a class action, you have to look at the transaction structure. You are assuming those restricted stock units would become worthless. Are you sure that is true? There are many, many ways the acquisition could be structured such that they would retain their value. Do you know for sure the transaction would void the restricted stock units?

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Answered on 9/01/11, 9:57 am

I just took a look at the merger document on file with the SEC. There is a lengthy Article with numerous Sections entirely devoted to what happens to stock options and restricted shares under the various Motorola incentive plans - generally conversion to "Parent" stock, or cash out. So the answer to your question is "no" you cannot file a class action suit, because you have no damages.

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Answered on 9/01/11, 10:09 am


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