ARGUED OCTOBER 23, 2008 & MAY 27, 2010
Before BAUER, WOOD, and TINDER, Circuit Judges.
The two cases that we have consolidated for decision in this opinion both deal with the responsibilities of a company with respect to a defined-contribution pension plan that it offers to its employees. The company in each instance is Motorola, Inc., and the disputes concern employees’ retirement accounts in the Motorola 401(k) Savings Plan (the “Plan”). Bruce Howell was the original plaintiff when this litigation began in 2003; later, Stephen Lingis, Peter White, and Donald Smith intervened as plaintiffs. All were employees of Motorola who participated in the Plan. In 2007, the district court certified a plaintiff class of all persons for whose individual accounts the Plan purchased or held shares of Motorola common stock, from May 16, 2000, through May 14, 2001. (The court later excluded from that class the defendants, Motorola officers and directors, and persons who signed valid releases of their claims against Motorola. Since no issue pertaining to the class certification or definition is before us, we have no other comment on those points.) The defendants include not only Motorola itself, but also the Profit Sharing Committee of Motorola, Inc., and a number of individual defendants who allegedly served as fiduciaries for the Plan. We describe the facts in detail below. It is enough here to say that Motorola entered into a business transaction that turned out very badly; the fallout from that transaction caused the price of Motorola’s stock to decline; that decline led to litigation against Motorola under the securities laws; and finally, because a Motorola Stock Fund was among the permissible investments for the Plan, this litigation ensued.
