Granting summary judgment for the Motorola defendants, Judge Rebecca R. Pallmeyer said they were protected from liability under ERISA Section 404(c). The plaintiffs alleged that the defendants did not disclose in advance that liability would be shifted to them under the 404(c) plan, but Pallmeyer pointed out that a plan prospectus sent to participants clearly stated that the plan was intended to be a 404(c) plan with defendants not liable for participant investment decisions.
The judge also rejected the plaintiffs’ contention that the plan did not adequately describe the investment objectives and the “risk and return” characteristics of the investment options offered. Pallmeyer found that participants were provided with “ample information regarding investment alternatives.” For one, she noted the general benefits pamphlet distributed to Motorola employees includes a chart that lists the nine funds, provides short phrases describing the objectives and investment strategies of each one, and ranks them from lowest to greatest risk.
The action that led to the lawsuit concerned a loan Motorola made to a Turkish telecommunications company, Telsim. Motorola loaned Telsim nearly $2 billion and in exchange, Telsim pledged 66% of its outstanding shares as collateral for the loan, but it defaulted on its loan payments and refused to honor its pledge. Plaintiffs alleged that the Motorola defendants concealed material information about the Telsim transaction, thereby preventing them from being able to exercise independent control over their funds in the plan.
Pallmeyer said that while there is no dispute that the relevant facts surrounding the Telsim transaction were non-public, no genuine issue of material fact exists that any of the defendants concealed material non-public facts about the Motorola Stock Fund. The court said that Plaintiffs appear to have exaggerated the strictures of section 404(c) by arguing that defendants would have to show that all material information necessary to make informed investment judgments was disclosed to them. Pallmeyer pointed out that the regulation does not require a fiduciary to guarantee that all material facts are conveyed to participants, but rather it prohibits fiduciaries from concealing such facts.
She went on to say that the plaintiffs’ theory that plan fiduciaries negligently misrepresented the status of the Telsim loan in Motorola’s SEC filings encounters two problems: the 7 th Circuit does not recognize merely negligent misrepresentation as a violation of ERISA, and the allegedly negligent statements made in the Securities and Exchange Commission filings were not made in defendants’ capacity as ERISA fiduciaries.
Finally, the court found that continuing to offer the Motorola stock was not imprudent because there was no evidence that Motorola was on the verge of collapse, or that it had an elderly workforce with a substantial interest in less risky investments.
The case is Lingis v. Motorola Inc.,N.D. Ill., No. 03 C 5044.
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