2information concerning Sirius and other persons; and (e) allegations and the contents of interviews with factual sources set forth in the complaint in
Blessing v. Sirius XM Radio Inc.
,Civ. No. 1:09-cv-10035-HB (S.D.N.Y.) (the “Antitrust Action”), pending in this Court.
INTRODUCTION AND OVERVIEW
This is a shareholder derivative action brought by a shareholder of Sirius onbehalf of the Company against certain of its officers and directors seeking to remedyDefendants’ violations of state
law, including breaches of fiduciary duties, grossmismanagement, waste of corporate assets, and unjust enrichment, that occurred betweenFebruary 19, 2007 and the present (the “Relevant Period”) and that have caused substantialmonetary losses to Sirius and other damages, including damages to its reputation andgoodwill. On behalf of Sirius, this action seeks damages, corporate governance reforms, anaccounting, rescission, and the imposition of a constructive trust to remedy Defendants’violations of law.2.
Sirius is the surviving company of a merger completed on July 28, 2008between Sirius Satellite Radio (“Sirius”) and XM Satellite Radio (“XM”), the only twoproviders of satellite digital audio radio services (“SDARS”). Due to the concentrated marketfor SDARS, the companies were required to obtain regulatory approval for the merger fromboth the U.S. Department of Justice’s Antitrust Division (“DOJ”) and the FederalCommunications Commission (“FCC”).3.
Prior to the merger, Sirius and XM were the only competitors in the market tosell SDARS in the United States. Vigorous competition between Sirius and XM kept SDARS
Case 1:11-cv-02943-JSR Document 1 Filed 04/29/11 Page 3 of 69