EXHIBI 99.1

NATURE AND STAGE OF THE PROCEEDINGS
-----------------------------------

On August 16, 2005, plaintiff Highland Legacy, Limited ("Plaintiff" or
"Highland"), filed a complaint in this action alleging breaches of fiduciary
duties and seeking the recovery of fees from certain defendants relating to
transactions with nominal defendant Motient Corporation ("Motient"). An amended
complaint ("Complaint"; cited "Compl. P. _") was filed on September 6, 2005.

On October 14, 2005, defendants Barry A. Williamson, Gerald S. Kittner,
Raymond L. Steele, Steven G. Singer and C. Gerald Goldsmith ("Director
Defendants"), all of which serve on Motient's board of directors ("Board"),
defendant Christopher W. Downie and nominal defendant Motient (collectively,
"Moving Defendants") filed a motion to dismiss ("Motion") the Complaint pursuant
to Court of Chancery Rule 23.1 ("Rule 23.1"). This is the Moving Defendants'
opening brief in support of their Motion to dismiss this action due to
Plaintiff's failure to satisfy the pleading requirements of Rule 23.1 and due to
Plaintiff's inability to act as a fair and adequate class representative.

PRELIMINARY STATEMENT
---------------------

This action is merely one of four related lawsuits filed by one or more
members of an affiliated group of hedge funds controlled by dissident Motient
director James D. Dondero. In addition to this action in Delaware, entities
controlled by Mr. Dondero have filed two related law suits in Texas seeking,
among other remedies, rescission of their $90 million purchase of Motient
preferred stock. Mr. Dondero also took his personal fight with Motient a step
further, and filed yet another lawsuit in Delaware which sought to enjoin
Motient from completing an exchange offer. Although Dondero purports to
represent a class of shareholders, his allegations are focused solely on his
personal disputes with Motient. Plaintiff's interests are clearly not aligned
with the other Motient stockholders.

Plaintiff has not satisfied the demand requirements of Rule 23.1. In
lieu of particularized substantive factual allegations relevant to why Plaintiff
failed to make a demand on Motient's Board, as required by Rule 23.1, the
Complaint is riddled with aspersions cast against director and non-director
defendants referencing unrelated litigation concerning irrelevant entities and
events. Plaintiff asserts that the foregoing unrelated lawsuits somehow
establish that all of the defendants "simply cannot be entrusted with fiduciary
responsibilities for stockholders." Plaintiff's theory is unsupported by either
logic or law. Ad hominem attacks based on irrelevant events are not a substitute
for particularized allegations of fact. The Complaint's allegations come nowhere
close to satisfying Plaintiff's burden under Rule 23.1 and Delaware law to plead
particularized facts showing that demand would be futile. Accordingly,
Plaintiff's Complaint should be dismissed in its entirety.

In addition, the flurry of related lawsuits in Texas and Delaware show
that Mr. Dondero and his controlled entities are merely using litigation to
further their own personal agenda against Motient and the Board, not to protect
the interests of Motient or Motient's other stockholders. Given this sharp
conflict, Plaintiff is not an adequate derivative plaintiff under Rule 23.1, and
his derivative claims should, therefore, be dismissed.

STATEMENT OF FACTS 1
--------------------

A. Relevant Parties And Non-Parties.
---------------------------------

1. The Professional Plaintiffs: Highland And Mr. Dondero.

Plaintiff Highland is a Cayman Islands entity which owns Motient common
stock. Compl. P. 2. Plaintiff is managed by James D. Dondero - the President of
Strand Advisors, Inc., the general partner of Highland Capital Management, L.P.,
which is Plaintiff's Collateral Manager. Compl. P. 3. Mr. Dondero - a Motient
director since July 2002 and a director of American Banknote Corporation ("ABN")
- - is a professional plaintiff who routinely engages in litigation as an
investment strategy. Since 2002, Mr. Dondero and his Highland entities have been
involved, primarily as a plaintiff, in over fifty lawsuits.

2. Motient And The Director Defendants.

Nominal defendant Motient emerged from bankruptcy in 2002 and is now a
nationwide provider of wireless data solutions for Fortune 500 companies and the
small to medium size enterprise business market. Compl. P. P. 2, 16. The Board
is comprised of seven members, consisting of Mr. Dondero, Jonelle St. John and
the Director Defendants.

Non-party Ms. St. John has been a Motient director since November 2000.

Director Defendant Steven G. Singer has been a Motient director since
May 2002 and Chairman since June 2003. Since November 2000, Mr. Steven G. Singer
has served as Chairman and CEO of ABN, a public company providing documents of
value (such as currency, checks, passports, and credit cards) and related
services. Compl. P. 6. Mr. Steven G. Singer also currently serves as the
non-executive Chairman of Globix Corporation ("Globix"), a public company.
Compl. P. 6.

_________________________
1 For purposes of this Motion only, the well-pleaded allegations of fact
contained in the Complaint have been taken to be true. Documents incorporated by
reference into the Complaint may be properly considered on a motion to dismiss.
See Solomon v. Armstrong, 747 A.2d 1098, 1121 n.72 (Del. Ch. 1999), aff'd, 746
A.2d 277 (Del. 2000) (TABLE). Additionally, on a motion to dismiss it is
appropriate for the Court to take judicial notice of publicly filed documents,
such as documents filed with the Securities and Exchange Commission or the
Delaware Secretary of State. See D.R.E. 201(f) (stating that Courts may take
judicial notice at any stage in the proceeding); Solomon, 747 A.2d at 1121 n.72
("[W]here certain facts are not specifically alleged (or in dispute) a Court may
take judicial notice of facts publicly available in filings with the SEC.");
Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 860 A.2d 312, 320 n.28 (Del. 2004)
(stating that publicly filed documents are judicially noticeable on a motion to
dismiss).

Director Defendant Kittner has been a Motient director since May 2002.
Compl. P. 8. Since October 2001, Mr. Kittner has been an advisor and consultant
for defendant Communications Technology Advisors LLC ("CTA").2 Compl. P. 8.

Director Defendant Steele has been a Motient director since May 2004.
Compl. P. 9. Mr. Steele has been a director of Globix since June 2003, and is
also a director of ABN. Compl. P. 9.

Director Defendant Williamson has been a Motient director since March
2005, Compl. P. 10, and is currently a director of defendant Tejas Incorporated
("Tejas"), a publicly traded brokerage and investment banking company.

Director Defendant Goldsmith has been a Motient director since March
2005, Compl. P. 11, and is a former director of ABN. See Compl. P. 9.

3. Motient's Officer Defendant.

Defendant Christopher W. Downie is Motient's principal executive
officer. Compl. P. 14. As a non-director, Mr. Downie is largely irrelevant to
the Motion; however, Mr. Downie joins in and supports the arguments made
herein.3

4. Motient's Financial And Restructuring Advisors: CTA And Tejas.

Defendant CTA is a consulting firm that provides operational and
financial restructuring and related advice to clients in the communications
industry. Compl. P. 4. Motient initially retained CTA in 2002 to provide

_________________________
2 At present, CTA has not been properly served in this action. The Complaint was
served upon The Corporation Trust Company - which is not CTA's registered agent.
3 Mr. Downie vehemently denies the specious allegations leveled against him.
Since this Motion is not the appropriate vehicle to do so, Mr. Downie will
address the lack of merit of Plaintiff's claims, if necessary, in future filings
with the Court.

financial advice in connection with Motient's emergence from bankruptcy. Compl.
P. 17.

Defendant Tejas is a financial services holding company whose primary
operating subsidiaries include defendant Tejas Securities Group, Inc. ("Tejas
Securities"), and defendant Capital and Technology Advisors, Inc. ("C&TA Inc.").
Tejas Securities is a full service brokerage and investment banking firm that
focuses on distressed debt securities and corporate finance and strategic
advisory services. Defendant C&TA Inc. is a consulting firm that provides
operational and financial restructuring and related advice to clients primarily
in the telecommunications and technology sectors. C&TA Inc. became a wholly
owned subsidiary of Tejas in July 2005. Compl. P. P. 5, 12.

5. Plaintiff's Red Herrings.

Defendant Gary Singer, who is defendant Steven G. Singer's brother, is
neither an officer nor a director of Motient. 4 Compl. P. 7.

Defendant Abbruzzese is alleged to be a former Motient director and the
founder and senior-most executive of CTA. Compl. P. 13. Mr. Abbruzzese is
described in the Complaint as a conspirator of Mr. Gary Singer. E.g. Compl. P.
35 (alleging that Messrs. Abbruzzese and Gary Singer "were recently sued for
looting WSNet Holdings, Inc.").

Plaintiff's invective concerning Gary Singer and Mr. Abbruzzese, in
addition to being irrelevant, is a transparent ploy to tempt the Court into
drawing incorrect (and improper) character inferences. Delaware Rule of Evidence
404 expressly states that "[e]vidence of other crimes, wrongs or acts is not
admissible to prove the character of a person in order to show action in

_________________________
4 At present, Mr. Gary Singer has not been properly served in this action and
has filed a motion to dismiss the Complaint based on improper service, lack of
personal jurisdiction and failure to state a claim.

conformity therewith." DRE 404(3)(b). In any event, Messrs. Abbruzzese and Gary
Singer are largely irrelevant to this Motion in that neither is a director of
Motient. E.g. Rattner v. Bidzos, 2003 WL 22284323, at *9 n.47 (Del. Ch. Sept.
30, 2003) ("[F]or purposes of determining demand futility, the Individual
Defendants who are not Director Defendants are largely irrelevant.").

B. Background: Mobile Satellite Ventures, Motient's Chapter 11 Filing
And The FCC Developments.
-------------------------------------------------------------------

In the late 1980s, Motient was formed to construct, launch and operate
a mobile satellite-based communications network. Motient 10-K at 7 (2004) (cited
in Compl. P. 27) (signed by Mr. Dondero).5 In the late 1990s, Motient acquired a
mobile terrestrial-based communications network and began providing two network
configurations: (i) a "satellite-only" communications network; and (ii) a
combined terrestrial and satellite communications network. Id.

In 2001, Motient focused its efforts on the terrestrial-based
communications network and sold its satellite and related assets to a joint
venture subsidiary, Mobile Satellite Ventures ("MSV"). Id. MSV is a limited
partnership, in which Motient is one of the limited partners. Id. Motient holds
a proportionate ownership interest in the corporate general partner and has
certain rights to appoint directors to the general partner; however, Motient
does not have direct or indirect operating control over MSV. Id.

In January 2002, shortly after Motient sold its satellite-based
network, Motient filed for Chapter 11 bankruptcy protection in order to
restructure its highly leveraged capital structure. Motient 10-K at 17 (2003)
(signed by Mr. Dondero). The U.S. Bankruptcy Court for the Eastern District of
Virginia confirmed a plan of reorganization on April 26, 2002, and Motient
emerged from bankruptcy in May 2002. Id. At that time, Motient common stock
(MNCP.PK) was trading at approximately $5.00 per share.6

_________________________
5 "A 10-K is appropriately considered in ruling on a motion to dismiss,
especially when referenced in the complaint." In re eBay, Inc. S'holders Litig.,
2004 WL 253521, at *3 n.2 (Del. Ch. Jan. 23, 2004, revised Feb. 11, 2004).

In May 2002, Motient entered into a consulting agreement with CTA under
which CTA provided financial and restructuring consulting services. Motient 10-K
at 100 (2002) (signed by Mr. Dondero). CTA had previously acted as an advisor to
the official committee of unsecured creditors in connection with Motient's
Chapter 11 bankruptcy case. Id. at 101. The consulting agreement with CTA, which
had an initial term of three months, has been subsequently extended and/or
modified on numerous occasions. E.g., id. at 100.

In July 2002, Motient's Board approved the offer and sale to CTA of a
warrant for 500,000 shares of Motient's common stock for an aggregate purchase
price of $25,000. Motient 10-K at 7 (2004). The warrant was recorded as a
consultant compensation expense in December of 2002. Id. On July 30, 2002,
Motient common stock closed at $3.00 per share - which was also the exercise
price for CTA's warrant.

The Complaint casts Motient's transactions with CTA in a disparaging
light, challenging CTA's retention as a fiduciary breach and alleging that CTA
was paid "exorbitant fees and warrants." E.g. Compl. P. 51. However, Plaintiff's
allegations stand in stark contrast with public Securities and Exchange
Commission ("SEC") filings signed by Mr. Dondero. Indeed, the 10-K filed by
Motient for the period ending December 31, 2004, which was filed on March 31,
2005, states:

During 2004, Motient and/or certain of its subsidiaries were party to
certain contracts and/or transactions with CTA. All of these contracts
and transactions were approved by Motient's board of directors, and
Motient believes that the contracts and transactions were made on terms
substantially as favorable to Motient as could have been obtained from
unaffiliated third parties.

_________________________
6 The Court may take judicial notice of the price of a company's stock on a
motion to dismiss. E.g. Weiss v. Samsonite Corp., 741 A.2d 366, 375 n.26 (Del.
Ch. 1999), aff'd, 746 A.2d 277 (Del. 1999).

Motient 10-K at 80 (2004) (emphasis added). Similarly, Motient's Form 10-Ks for
2002 and 2003 - also signed by Mr. Dondero - contain comparable statements.
Motient 10-K at 100-101 (2002); Motient 10-K at 111 (2003).

Following emergence from Chapter 11 bankruptcy proceedings, Motient's
primary asset was (and is) its ownership interest in MSV. Compl. P. 16. MSV is
developing a next-generation hybrid satellite/terrestrial wireless network over
North America using ancillary terrestrial component ("ATC") technology. Motient
10-K at 7 (2004). ATC technology allows a wireless provider to use satellite
communications technology in conjunction with more traditional land-based
wireless communications technologies, allowing a user to utilize a signal from
both satellite and terrestrial locations, depending on a variety of technical
and cost concerns. Motient 10-K at 10 (2004).

In February 2003, the Federal Communications Commission ("FCC") adopted
an order governing ATC technology, giving mobile satellite operators broad
authority to use their assigned spectrum to operate an ATC. Id. The February
2003 ATC Order established a set of preconditions and technical limits for ATC
operations, as well as an application process for approval of the specific
system incorporating the ATCs that the licensee intends to use. Id. On November
18, 2003, MSV filed an FCC application to construct its next-generation hybrid
network with ATC. Id.

On January 30, 2004, Motient engaged CTA to act as chief restructuring
entity upon terminating prior senior management. Motient 10-K at 80 (2004). As
consideration for this work, Motient agreed to pay to CTA a monthly fee of
$60,000. Id.; Compl. P. 17. In order to raise capital, Motient sold unregistered

securities in April, July and November of 2004. Compl. P. P. 18, 27-32. In
connection with those stock sales, the Board retained Tejas to act as placement
agent. The allegations contained in the Complaint (although conclusory)
challenge the Board's decision to retain Tejas.

On November 11, 2004, the FCC announced that it had issued an order
granting MSV the first ATC license ever granted by the FCC. That day, Motient
common stock closed at $15.00 per share. In the months following Motient's sale
of securities to Tejas and the announcement of the ATC license, Motient common
stock rose dramatically to a high of $31.45 on February 11, 2005.

Between November 2004 and February 2005, Motient engaged in a series of
transactions which increased Motient's direct and indirect ownership of MSV from
29.5% to approximately 49%. Motient 10-K at 9 (2004). In February 2005, CTA and
certain of its affiliates were paid an investment banking fee of $3.7 million in
cash and stock in relation to the closing of Motient's acquisition of certain
interests in MSV. Id. at 80; Compl. P. 32. That fee was equal to 1% of the
aggregate consideration paid by Motient for the additional MSV interests.
Motient 10-K at 80 (2004). Approximately 40% of the fee was paid to The Singer
Children's Management Trust,7 which is a trust established for the benefit of
the children of Mr. Gary Singer. Id.; Compl. P. 32. This amount was paid at the
direction of CTA as compensation for the assistance Mr. Gary Singer provided to
CTA in one of the transactions. Id.

A substantial portion of the present value of Motient's stock and
warrants - whether held by Plaintiff, Mr. Dondero, Tejas, CTA or any holder - is
attributable to the 350% increase in stock value which occurred (i) following

_________________________
7 Paragraph 32 of the original complaint alleged that the payment was assigned
to "Starrett Consulting, LLC, an entity controlled by Gary Singer."

the ATC license grant to MSV (which occurred after the challenged stock sales)
and (ii) during the transactions whereby Motient increased its ownership of MSV
to 49%.

C. The Delaware Complaint's Allegations Of Wrongdoing.
---------------------------------------------------

The main thrust of the Complaint is a challenge to the Board's
decision(s) to retain Tejas as placement agent in connection with stock sales in
April, July and November 2004. Compl. P. P. 27-32. In connection therewith,
Plaintiff asserts: (i) that Gary Singer, CTA and Mr. Abbruzzese advised the
Board8 and pressured Motient into retaining Tejas, Compl. P. P. 19, 20; (ii)
that Steven G. Singer failed to disclose that Tejas was "unqualified to perform
the services for which it was retained", Compl. P. 21; and (iii) that Tejas (and
CTA) received excessive fees for their services, Compl. P. P. 22, 23, 50. The
Complaint details compensation received by Tejas, CTA and Gary Singer for
services rendered between 2002 and 2005, Compl. P. P. 17, 21-23, 28-32, and
lists purported "connections" between various defendants - which principally
consist of overlapping business relationships. Compl. P. P. 33-38. Then the
Complaint alleges - without any support - that the compensation received by
Tejas, CTA and Gary Singer was excessive. Based on the foregoing, Plaintiff
makes the conclusory assertion that "Defendants have benefited from their
breaches of fiduciary duties in amounts that could exceed $100 million." Compl.
P. 23. Exactly how each of the defendants "benefited" and to what extent is not
alleged in the Complaint. How each of the defendants breached their purported
fiduciary duties is similarly left to the reader's imagination.

_________________________
8 Assuming, arguendo, that the Director Defendants relied upon erroneous or
incorrect advice provided by CTA and Mr. Abbruzzese, there are no allegations
that such reliance was unreasonable or in bad faith. In fact, Plaintiff has not
alleged any facts which would deprive the Director Defendants of the protections
afforded by 8 Del. C. ss. 141 (e), which states that "[a] member of the board of
directors ... shall, in the performance of such member's duties, be fully
protected in relying in good faith ... upon such information, opinions, reports
or statements presented ... by any other person as to matters the member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
corporation."

In addition to the foregoing, Count 1 of the Complaint contains
sweeping claims of fiduciary breaches which lack any particularized factual
support or explanation:

50. The Directors Defendants including Steven Singer, Aquino,
Kittner, Williamson, Steele and Goldsmith who approved the
grant of warrants or options to purchase Motient Stock to
either CTA or Tejas and/or payments to CTA or Tejas have
breached their fiduciary duties because such grants and
payments were unnecessary, excessive and reflected
self-dealing transactions as to certain directors with
interests in either CTA or Tejas.

51. Defendants Steven Singer, Downie, Aquino, Steele,
Williamson, Goldsmith, Kittner and Abbruzzese have breached
their duties to Motient by, among other things, (i) causing
Motient to hire CTA; (ii) causing Motient to pay CTA
exorbitant fees and warrants; (iii) engaging Tejas to provide
services to the Company; (iv) agreeing to pay Tejas millions
in fees and warrants for the services allegedly provided; and
(v) misrepresenting and failing to disclose adequately their
interests in these entities.

52. By knowingly permitting Gary Singer to act in a managerial
role in circumvention of the SEC injunction and by failing
adequately to disclose the extent of his role with Motient,
the Defendants including Steven Singer, Aquino, Downie,
Kittner, Williamson, Steele and Goldsmith have breached their
fiduciary duties of care, good faith, and loyalty.

Compl. P. 51. Yet Plaintiff has not even attempted to articulate facts
(conclusory or otherwise) to support the claims in Count 1. Count 2 alleges
aiding and abetting claims. Count 3 alleges unjust enrichment claims against
Steven G. Singer, Mr. Kittner and others.

Finally, Plaintiff takes issue with the 8-K filed by Motient on August
19, 2005, addressing the three lawsuits filed against Motient by Plaintiff and
its affiliates (including this action), which states:

August 16, 2005, Highland Legacy Limited ... filed suit in the
Court of Chancery of the State of Delaware ... against:
Motient Corporation; Steven Singer, Gerald Kittner, Barry
Williamson, Raymond Steele and Gerald Goldsmith, directors of
Motient; Peter D. Aquino, a former director of Motient;
Christopher Downie, Chief Operating Officer of Motient; Gary
Singer; Tejas, Inc.; Tejas Securities, Inc.; Communications
Technology Advisors LLC; Capital and Technology Advisors,
Inc.; and Jared Abbruzzese. Highland Legacy Limited is an
affiliate of James Dondero, a director of Motient. The lawsuit
alleges breaches of duties allegedly owed to Motient by the
defendants and seeks the recovery of fees from certain of
these parties relating to prior transactions with Motient.
Most of these fees were approved by Mr. Dondero in his
capacity as a director of Motient. Also on August 16, 2005,
Highland Crusader Offshore Partners, L.P., Highland Equity
Focus Fund, L.P., Highland Capital Management, L.P., and
Highland Capital Management Services, L.P., filed suit in the
District Court in Dallas County, Texas, against Motient
seeking, among other remedies, rescission of their purchase of
Series A Preferred Stock of Motient in April, 2005. These four
plaintiffs are also affiliates of James Dondero, a director of
Motient.

Motient understands that Mr. Dondero or his Highland entities
have been involved, primarily as a plaintiff, in over 50
lawsuits since 2002, at least some of which are similar to the
Delaware lawsuit filed on August 16. The lawsuits against
Motient were filed after the formation by Motient's Board of
Directors of an Executive Committee which does not include Mr.
Dondero. Motient believes that these lawsuits have no merit
and intends to vigorously defend these lawsuits.

Motient 8-K (August 19, 2005) (emphasis added). Plaintiff challenges the
above-underlined passages (as misleading or incorrect) and asserts that
Motient's 8-K demonstrates that the Board is unable to investigate the claims
alleged in the Complaint. Compl. P. P. 46, 47.

D. Plaintiff's Amended Schedule 13D Reveals That This Action Is Merely
A Ploy For Leverage In Plaintiff's $90 Million Claim In Texas.
-------------------------------------------------------------------

Contemporaneously with the filing of this action, certain of Mr.
Dondero's Highland entities initiated lawsuits against Motient (and its
affiliates) in Texas seeking, among other remedies, rescission of their $90

million purchase of Motient Series A Preferred Stock in April 2005. On or about
September 7, 2005, Plaintiff (and its affiliates) issued an amended Schedule 13D
("Highland 13D") which responded to Motient's 8-K.9 The Highland 13D states, in
part:

[O]n August 16, 2005, Highland Crusader Offshore Partners,
L.P., Highland Equity Focus Fund, L.P., Highland Capital
Management, L.P. and Highland Capital Management Services,
Inc. (collectively, the "Highland Plaintiffs") filed a
petition in ... Texas against Motient seeking the rescission
of a sale of preferred stock by the Company to the Highland
Plaintiffs that occurred in April 2005 (the "April Preferred
Stock Sale"). The petition alleges that Motient made material
misrepresentations and omitted material facts in connection
with the issuance and sale of the preferred stock....

On August 22, 2005, the Highland Plaintiffs filed a second
petition in ... Texas against the law firm of Andrews and
Kurth, L.L.P., relating to, among other things, its legal
opinion delivered in connection with the April Preferred Stock
Sale. ....

Highland Capital Management, L.P. ("Highland") is a Dallas,
Texas-based investment adviser registered with the Commission
that specializes in credit, structured product and distressed
asset investments and manages over $15 billion in assets.
Highland makes thousands of investments each year in both
public and private companies. Contrary to the assertions in
Motient's Current Report on Form 8-K dated August 19, 2005
(the "Form 8-K"), Highland rarely initiates litigation outside
of investment-related bankruptcy proceedings. In fact, since
January 2002, Highland has not initiated any derivative
actions similar to the suits described herein or any
litigation in connection with any of its equity investments.

In preparing for the litigation described above, Highland
discovered that several of the Derivative Defendants have
defended similar complaints in connection with their
involvement with other companies. Specifically, Highland notes
in Joseph D. Martinec, Chapter 11 Trustee of WSNet Holdings,
Inc. v. Cerberus Capital Management LP, et al., a lawsuit
filed in ...Texas, that similar causes of action were asserted

_________________________
9 The Highland 13D was filed on behalf of: The Prospect Street High Income
Portfolio, Inc.; Prospect Street Income Shares Inc.; Highland Legacy Limited;
Highland Crusader Offshore Partners, L.P.; PAMCO Cayman, Limited; Highland
Select Equity Fund, L.P.; Highland Equity Focus Fund, L.P.; Highland Capital
Management Services, Inc.; Highland Capital Management, L.P.; Strand Advisors,
Inc.; and Mr. Dondero.

against Derivative Defendants Gary Singer and Jared
Abbruzzese, including allegations of serious corporate
governance abuses and conflicts of interest. .... Highland
also notes the multiple lawsuits against Gary Singer involving
fraud charges relating to his involvement with the Cooper
Companies, Inc., including civil proceedings in SEC v. Cooper
Cos., Civ. Action 92-8166 (S.D.N.Y Nov. 10, 1992) and criminal
proceedings in United States v. Gary Singer and the Cooper
Companies, Inc., 92 Cr. 964 (RJW) (S.D.N.Y.).

Due to the serious claims set forth in its lawsuits, Highland
believes that it had no choice but to pursue litigation in
order to protect its own interest in Motient and, ultimately,
to preserve value in the Company on behalf of all
stockholders. Highland also believes that it is important for
Motient stockholders to understand the nature of these claims
and to take Highland's concerns into account when considering
any future proposals by Motient's Board of Directors.

Highland 13D (attaching the referenced complaints). Notably, as with the
Complaint's allegations, the Highland 13D is an effort in semantic gamesmanship
by Plaintiff. For example, Motient's 8-K asserts that "Mr. Dondero or his
Highland entities have been involved, primarily as a plaintiff, in over 50
lawsuits since 2002...." In response, the Highland 13D states:

[c]ontrary to the assertions in Motient's ... 8-K ...,
Highland rarely initiates litigation outside of
investment-related bankruptcy proceedings. In fact, since
January 2002, Highland has not initiated any derivative
actions similar to the suits described herein....

(emphasis added). The term "Highland," as used in the Highland 13D, is defined
to include only Highland Capital Management, L.P. - not Mr. Dondero or any of
the other Highland entities that signed the Highland 13D.

E. The Complaint Fails To Mention That Plaintiff's Affiliates
Consented To The Terms Of The Challenged Stock Sales
(Including Tejas' Compensation).
--------------------------------------------------------------

While Plaintiff challenges the Board's decision to retain Tejas as
placement agent in connection with stock sales in April, July and November 2004,
the Complaint fails to mention that Plaintiff's affiliates (including Mr.

Dondero, both as a director and as a shareholder on behalf of Highland and its
affiliates) consented to the terms of the challenged transactions. Each of the
stock purchase agreements were signed by Highland Capital Management, L.P., as
General Partner of various Plaintiff-affiliated entities (who purchased stock
pursuant to the agreement):

The April 2004 stock purchase agreement was signed on behalf of
Highland Crusader Offshore Partners, L.P.;

The July 2004 stock purchase agreement was signed on behalf of (i)
Highland Equity Focus Fund, L.P., and (ii) Highland Equity Fund, L.P.;
and

The November 2004 stock purchase was signed (by Mr. Dondero) on behalf
of (i) Highland Equity Focus Fund, L.P.; (ii) Highland Crusader
Offshore Partners, L.P.; and (iii) Highland Equity Fund, L.P.

See Motient 10-Q, Exhibit 10.38 (period ending Mar. 31, 2003) (filed April 26,
2004) (April Agreement); Motient S-1, Exhibit 10.42 (July 6, 2004) (July
Agreement); Motient 10-Q, Exhibit 10.43 (period ending Sept. 30, 2004) (filed
Nov. 15, 2004) (Nov. Agreement). Each of the stock purchase agreements - signed
by Plaintiff's affiliates - expressly disclosed the fees and warrants to be
issued to Tejas and/or its affiliates in connection with the transaction. See
Motient 10-Q, Exhibit 10.38, at 3 (period ending Mar. 31, 2003) (filed April 26,
2004) (April Agreement); Motient S-1, Exhibit 10.42 (July 6, 2004) (July
Agreement); Motient 10-Q, Exhibit 10.43, at 7 (period ending Sept. 30, 2004)
(filed Nov. 15, 2004) (Nov. Agreement). At the time Plaintiff's affiliates
signed the various stock purchase agreements, they were aware of (and agreed to)
the compensation being provided to Tejas and/or its affiliates.

ARGUMENT
--------

I. THE COMPLAINT SHOULD BE DISMISSED PURSUANT TO RULE 23.1.
--------------------------------------------------------

A. The Pleading Requirements Of Rule 23.1.
---------------------------------------

The board of directors of a corporation manages the business and
affairs of the corporation. 8 Del. C. ss. 141(a). This authority encompasses the
decision to initiate litigation. Zapata Corp. v. Maldonado, 430 A.2d 779, 782
(Del. 1981); Spiegel v. Buntrock, 571 A.2d 767, 773 (Del. 1990) ("The decision
to bring a law suit or to refrain from litigating a claim on behalf of a
corporation is a decision concerning the management of the corporation.").
"Because a derivative action fetters managerial perogative, it is regulated by
.... Rule 23.1 which requires a shareholder first to demand that the directors
pursue the alleged cause of action." In re NVF Co. Litig., 1989 WL 146237, at *4
(Del. Ch. Nov. 22, 1989) (citation omitted). The demand requirement established
by Rule 23.1 prevents "a stockholder [from causing] the corporation to expend
money and resources in discovery and trial in the stockholder's quixotic pursuit
of a purported corporate claim based solely on conclusions, opinions or
speculation." Brehm v. Eisner, 746 A.2d 244, 255 (Del. 2000); see also Aronson
v. Lewis, 473 A.2d 805, 811-12 (Del. 1984) (Rule 23.1 demand requirements
"insure that a stockholder exhausts his intracorporate remedies, and ... provide
a safeguard against strike suits.").

In evaluating whether a derivative complaint complies with Rule 23.1,
the Court's inquiry is limited to the complaint's allegations. See, e.g., White
v. Panic, 783 A.2d 543, 547 n.5 (Del. 2001) ("As a general rule, the Court of
Chancery must confine its consideration on a motion to dismiss to the face of
the complaint.") (citation omitted). In conducting this evaluation,

only well-pleaded allegations of fact must be accepted as
true; conclusionary allegations of fact or law not supported
by allegations of specific fact may not be taken as true. A
trial court need not blindly accept as true all allegations,
nor must it draw all inferences from them in plaintiffs' favor
unless they are reasonable inferences.

Grobow v. Perot, 539 A.2d 180, 187 (Del. 1988) (footnote omitted); see also
Rales v. Blasband, 634 A.2d 927, 931 (Del. 1993) ("The well-pleaded factual
allegations of the derivative complaint are accepted as true on such a motion.
Conclusory allegations, however, are not accepted as true.") (internal citations
omitted); Stotland v. GAF Corp., 1983 WL 21371, at *7 (Del. Ch. Sept. 1, 1983)
("futility cannot be evidenced by boilerplate allegations devoid of pertinent
factual support"); Grobow, 539 A.2d at 187 (to overcome presumption that
directors are disinterested and independent "only well-pleaded allegations of
fact must be accepted as true; conclusory allegations of fact or law not
supported by allegations of specific fact may not be taken as true").

The Delaware Supreme Court recently reiterated the Rule 23.1 pleading
requirements, stating that derivative complaints:

must comply with stringent requirements of factual
particularity that differ substantially from the permissive
notice pleadings governed solely by Chancery Rule 8(a). Rule
23.1 is not satisfied by conclusory statements or mere notice
pleading.... What the pleader must set forth are
particularized factual statements that are essential to the
claim.... A prolix complaint larded with conclusory language
... does not comply with these fundamental pleading mandates.

Brehm, 746 A.2d at 254 (internal citation omitted). The pleading requirements
under Rule 23.1 are "more onerous than that required to withstand a Rule
12(b)(6) motion to dismiss." Levine v. Smith, 591 A.2d 194, 207 (Del. 1991).

Where, as here, demand has not been made on the board of directors, a
derivative plaintiff bears the burden of alleging with particularity why demand
should be excused as futile. E.g., Aronson, 473 A.2d at 815. As a matter of law,
demand is futile only where a derivative plaintiff pleads particularized facts

sufficient to demonstrate that (1) a majority of the board of directors is
interested in, or lacks independence as to, the challenged transaction, or (2) a
reasonable doubt exists that the challenged transaction was a valid exercise of
business judgment. Id. at 815-16; Brehm, 746 A.2d at 256.

In applying the two-part Aronson test, the Court must first examine
whether a derivative complaint contains "well-pleaded facts" that will overcome
the business judgment "presumptions of director disinterest or independence ...
and, if not, ... whether the complaint pleads particularized facts sufficient to
create a reasonable doubt that the challenged transaction was the product of a
valid exercise of business judgment." Levine, 591 A.2d at 205. Rule 23.1 is not
merely a technical requirement of pleading, but rather a substantive rule of
Delaware corporate law. E.g., Grimes v. Donald, 673 A.2d 1207, 1216 (Del. 1996).
Demand under Rule 23.1:

is an objective burden which must be met in order for the
shareholder to have capacity to sue on behalf of the
corporation. The right to bring a derivative action does not
come into existence until the plaintiff shareholder has made a
demand on the corporation to institute such an action or until
the shareholder has demonstrated that demand would be futile.

Kaplan v. Peat, Marwick, Mitchell & Co., 540 A.2d 726, 730 (Del. 1988). Where
derivative plaintiffs fail to carry their burden of demonstrating that demand
should be excused, the derivative complaint must be dismissed - even if the
claims contained therein are otherwise meritorious. E.g., Kaufman v. Belmont,
479 A.2d 282, 286 (Del. Ch. 1984); Haber v. Bell, 465 A.2d 353, 357 (Del. Ch.
1983); Levine, 591 A.2d at 200 (explaining that the requirements of Rule 23.1
embody "bedrock principles of Delaware law of corporate governance in the
context of standing to maintain a derivative shareholder's suit." (emphasis in
original)).

As set forth below, the Complaint fails to satisfy the stringent
pleading requirements of Rule 23.1 and therefore must be dismissed.

B. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt That A Majority Of The Board Is
Independent And Disinterested.
--------------------------------------------------------------------

Under the first prong of Aronson, the Court considers the disinterest
and independence of the directors that constituted the board at the time the
derivative complaint was filed. Pogostin v. Rice, 480 A.2d 619, 624 (Del. 1984).
At the time the Complaint was filed, the Board consisted of seven members. The
Complaint does not challenge the disinterest or independence of two directors -
Mr. Dondero and Ms. St. John.10 Plaintiff can meet its burden of demonstrating
demand futility only by demonstrating through particularized allegations of fact
that at least half of the Board is either interested or not independent - i.e.
Plaintiff must establish that four of the remaining five directors are either
interested or not independent. See, e.g., Beneville v. York, 769 A.2d 80, 84-87
(Del. Ch. 2000).

Here, Plaintiff alleges that Messrs. Steele and Goldsmith lack
independence and that Messrs. Kittner, Williamson and Singer are interested.
Graphically, Plaintiff's challenge to the Board is as follows:

- ------------------------------------------------------------------------------
INDEPENDENCE INTEREST
- ------------------------------------------------------------------------------
James D. Dondero - -
- ------------------------------------------------------------------------------
Jonelle St. John - -
- ------------------------------------------------------------------------------
Raymond L. Steele Challenged -
- ------------------------------------------------------------------------------
C. Gerald Goldsmith Challenged -
- ------------------------------------------------------------------------------
Gerald S. Kittner - Challenged
- ------------------------------------------------------------------------------
Barry A. Williamson - Challenged
- ------------------------------------------------------------------------------
Steven G. Singer - Challenged
- ------------------------------------------------------------------------------

_________________________
10 The original complaint, at P. 37, stated that "Plaintiff does not challenge
the independence of director Jonelle St. John." While the amended Complaint
strikes that sentence, Plaintiff has not added any substantive allegations
challenging the independence of Ms. St. John.

As articulated more fully below, the allegations contained in the Complaint do
not satisfy Plaintiff's burden under Rule 23.1 and, accordingly, the Complaint
must be dismissed.

1. The Complaint Fails To Plead Particularized Facts
Sufficient To Create A Reasonable Doubt That A Majority Of
The Board Is Independent.

Though the Court could set out to examine the independence of all five
remaining directors, it need only examine the independence of Messrs. Steele and
Goldsmith (who allegedly lack independence from the Singers) to dispose of this
action. Directors will be deemed to lack independence where the directors "are
so beholden to another director, who does possess such a self-interest, that
they cannot consider the demand solely on its merits." Mizel v. Connelly, 1999
WL 550369, at *3 (Del. Ch. July 22, 1999). Stated differently:

"Independence" does not involve a question of whether the
challenged director derives a benefit from the transaction
that is not generally shared with the other shareholders.
Rather, it involves an inquiry into whether the director's
decision resulted from that director being controlled by
another. A director can be controlled by another if in fact he
is dominated by that other party, whether through close
personal or familial relationship or through force of will. A
director can also be controlled by another if the challenged
director is beholden to the allegedly controlling entity. A
director may be considered beholden to (and thus controlled
by) another when the allegedly controlling entity has the
unilateral power (whether direct or indirect through control
over other decision makers), to decide whether the challenged
director continues to receive a benefit, financial or
otherwise, upon which the challenged director is so dependent
or is of such subjective material importance to him that the
threatened loss of that benefit might create a reason to
question whether the controlled director is able to consider
the corporate merits of the challenged transaction
objectively.

Orman v. Cullman, 794 A.2d 5, at 25 n.50 (Del. Ch. 2002) (citation omitted).
Absent particularized factual allegations establishing that the Board is
influenced by some individual or entity that would benefit from retaining or
excessively compensating Tejas or CTA, the Complaint fails to raise a reasonable
doubt as to the Board's independence. E.g., Heineman v. Datapoint Corp., 611
A.2d 950, 955 (Del. 1992) (stating that to raise reasonable doubt as to a
board's independence, "a party attacking a corporate transaction must advance
particularized factual allegations from which the Court of Chancery can
reasonably infer that the board members who approved the transaction are acting
at the direction of the allegedly dominating individual or entity").

a. Mr. Steele Is Not Controlled Or Dominated By The Singers.

Plaintiff alleges that Mr. Steele is controlled and dominated by the
Singers, and dependent on the Defendants for compensation as a director of
Globix and ABN - which Plaintiff characterize as "Singer-affiliated entities."
Compl. P. 41.11 Plaintiff's theory appears to be that (i) the Singers control
Globix and ABN, (ii) thus, the Singers have the ability to deprive Mr. Steele of
the board fees from Globix and ABN, and (iii) the board fees are material to Mr.
Steele.
First, there are no well-pled allegations which allow the Court to
reasonably infer that the Singers control Globix and/or ABN, or that they are
even among the largest shareholders in those entities. The Singers are not
alleged to be majority stockholders of either Globix or ABN. Absent majority
stock ownership, a plaintiff must demonstrate that the minority shareholder held
a dominant position and actually controlled the corporation's conduct. E.g. Kahn

_________________________
11 Merchants' Nat. Props., Inc. v. Meyerson, 2000 WL 1041229, at *6 n.26 (Del.
Ch. July 24, 2000) ("Indeed, in his recent Walt Disney opinion, Chancellor
Chandler observed that for this Court to hold that a director is beholden to
another by reason of her interest in receiving fees 'expressly would be to
overrule the Delaware Supreme Court.'") (citations omitted).

v. Lynch Communication Sys., Inc., 638 A.2d 1110, 1114 (Del. 1994) ("For a
dominating relationship to exist in the absence of controlling stock ownership,
a plaintiff must allege domination by a minority shareholder through actual
control of corporation conduct.") (quoting Citron v. Fairchild Camera &
Instrument Corp., 569 A.2d 53, 70 (Del. 1989); Solomon v. Armstrong, 747 A.2d
1098, 1117 n.61 (Del. Ch. 1999), aff'd 746 A.2d 277 (Del. 2000) (stating that
domination requires "literal control of corporate conduct").

The Complaint alleges that Steven G. Singer beneficially owns
approximately 18.4% of the outstanding ABN common stock - which Plaintiff
characterizes as "a significant stock interest," Compl. P. 40. This level of
ownership, alone, does not establish control over ABN. See, e.g. In re W. Nat'l
Corp. S'holders Litig., 2000 WL 710192, at *6 (Del. Ch. May 22, 2000)
("[S]ubstantial non-majority stock ownership, without more, does not indicate
control."); Heineman v. Datapoint Corp., 611 A.2d 950 (Del. 1992) (holding that
conclusory allegations that a director owned 15% and that board members had
other business relationships were insufficient to excuse demand). Mr. Dondero
and the Highland entities, by comparison, beneficially own approximately 16.4%
of the outstanding ABN common stock.

As for the Complaint's suggestion that Mr. Steele is beholden to the
Singers,

[a] director may be considered beholden to (and thus
controlled by) another when the allegedly controlling entity
has the unilateral power (whether direct or indirect through
control over other decision makers), to decide whether the
challenged director continues to receive a benefit, financial
or otherwise, upon which the challenged director is so
dependent or is of such subjective material importance to him
that the threatened loss of that benefit might create a reason
to question whether the controlled director is able to
consider the corporate merits of the challenged transaction
objectively.

Orman, 794 A.2d at 25 n.50 (citation omitted). The Complaint alleges that Steven
G. Singer is Chairman, CEO and a significant stockholder of ABN, and Chairman of
Globix. However, according to public filings, Steven G. Singer is not on the
compensation committee for either company and does not directly control
compensation decisions. ABN 10-K at 46 (2004); Globix DEF14A at 11 (May 23,
2005). These same filings also demonstrate that other, unrelated, larger
shareholders are, in fact, on the compensation committees of each. Simply put,
no well-pleaded particularized allegations establish that the Singers have any,
much less unilateral, ability to deprive Mr. Steele of his director fees for
Globix and/or ABN. See, Jacobs v. Yang, 2004 WL 1728521, at *4 (Del. Ch. Aug. 2,
2004), aff'd, 867 A.2d 902 (Del. 2005) (TABLE) (noting that "[t]he record
illustrates clearly that the Insider Defendants are not in a position to control
the other directors' tenure on the board, as was the case in eBay.").

Second, even if the Singers had the ability to deprive Mr. Steele of
his director fees, there are no allegations that the fees (alleged by Plaintiff
to be $25,000 annually per board - $50,000 collectively) are material to Mr.
Steele. Absent such allegations of materiality, the Court cannot reasonably
infer that Mr. Steele is beholden to the Singers. E.g. In re the Walt Disney Co.
Deriv. Litig., 731 A.2d 342, 360 (Del. Ch. 1998) (holding that consulting fees
of $50,000 paid to an outside director, without an allegation that $50,000 was
material to that director, did not render that director "beholden" to the
company's CEO).

Third, as to the overlapping board memberships, Delaware "cases have
determined that ... outside business relationships, without more, ... are ...
insufficient to raise a reasonable doubt of a director's ability to exercise
independent business judgment." Official Committee of Unsecured Creditors of
Integrated Health Services, Inc. v. Elkins, 2004 WL 1949290, at *10 (Del. Ch.
Aug. 24, 2004); see also Zimmerman v. Braddock, 2002 WL 31926608 (Del. Ch. Dec.

31, 2002) (noting that even though a defendant director was also chairman and
CEO of an entity of which another defendant director sat on the board, that
director was deemed to be independent for purposes of determining whether demand
was excused). As the Delaware Supreme Court has explained, "a solitary claim of
interlocking directorships" does not raise a reasonable doubt as to the board's
independence. Heineman, 611 A.2d at 955 (citations omitted). Moreover, it is
well settled that mere allegations of long-standing professional and/or personal
relationships are insufficient to support a finding of control. See, e.g.,
Orman, 794 A.2d at 27 ("The naked assertion of a previous business relationship
is not enough to overcome the presumption of a director's independence. The law
in Delaware is well-settled on this point."); Litt v. Wycoff, 2003 WL 1794724,
at *4 (Del. Ch. Mar. 28, 2003) (stating that neither personal friendships nor
outside business relationships are sufficient to raise reasonable doubt
regarding director independence).

What the Plaintiff must (and has not) allege are particularized facts
that would support an inference that Mr. Steele (or the other Director
Defendants) was more willing to risk his reputation than to risk his
relationship with the Singers. Beam v. Stewart, 845 A.2d 1040, 1051-52 (Del.
2004) (citations omitted). No such allegations exist here. Absent such
allegations, the Court cannot reasonably infer that Mr. Steele is beholden to
the Singers.

Based on the allegations in the Complaint, as set forth above, the
Court cannot reasonably infer that Mr. Steele is controlled or dominated by the
Singers.

b. Mr. Goldsmith Is Not Controlled Or Dominated By The
Singers.

Plaintiff alleges that Mr. Goldsmith is controlled and dominated by the
Singers and has a history of business with them, including service on the ABN
board of directors. Compl P. P. 39, 42. Mr. Goldsmith is no longer a director

for ABN. The Complaint points to Mr. Goldsmith's past compensation from ABN,
attributes the compensation to the Singers and concludes that Mr. "Goldsmith is
dominated, controlled and dependent on the Singers and the largesse they
dispense to him." Compl. P. 42.

First, as stated above, there are no well-pled allegations that the
Singers control ABN. As such, there are no well-pled allegations that Mr.
Goldsmith's past compensation for his board service was attributable to the
Singers. In fact, Mr. Goldsmith served on ABN's board long before the Singers
ever became involved with ABN, and was not elected to continue to serve on its
Board of Directors when the company was restructured in April, 2005, while Mr.
Dondero was elected to continue to serve on the board.

Second, Mr. Goldsmith's past ABN compensation, alone, does not
establish a reasonable doubt about his independence. See, e.g., Crescent/Mach 1
Partners LP v. Turner, 846 A.2d 963, 980 (Del. Ch. 2000) (rejecting allegation
that a director's "long-standing 15-year professional and personal relationship"
with a CEO could raise a reasonable doubt about the director's ability to
exercise independent business judgment); State of Wisconsin Inv. Board v.
Bartlett, 2000 WL 238026, at *6 (Del. Ch. Feb. 24, 2000) ("Evidence of personal
and/or past business relationships does not raise an inference of
self-interest.").

Third, there are no well-pled allegations that Mr. Goldsmith's current
Motient board fees establish a basis to challenge Mr. Goldsmith's independence.
The receipt of customary directors' fees, without more, does not suggest a
conflict of interest - otherwise every director who receives a director's fee
would be deemed biased for purposes of pleading demand futility. E.g. Jacobs,
2004 WL 1728521, at *4; In re Nat'l Auto Credit, Inc. S'holders Litig., 2003 WL

139768, *10-11 (Del. Ch. Jan. 10, 2003); In re The Ltd., Inc., S'holders Litig.,
2002 WL 537692, at *4 (Del. Ch. Mar. 27, 2002). Here, there is no suggestion
that the Motient directors' fees exceed customary bounds or that the Singers
have the unilateral ability to deprive Mr. Goldsmith of his Motient board fees.
See Orman, 794 A.2d at 29 n.62 (observing that "[the] Court's view of the
disqualifying effect of [director's] fees might be different if the fees were
shown to exceed materially what is commonly understood and accepted to be a
usual and customary director's fee"). In fact, Mr. Dondero nowhere mentions in
his complaint that he also receives these exact same fees as compensation for
his services.

Based on the allegations in the Complaint, as set forth above, the
Court cannot reasonably infer that Mr. Goldsmith is controlled or dominated by
the Singers.
* * *

Based upon the independence of these two directors alone, there are no
less than four directors who are disinterested and independent - Mr. Dondero,
Ms. St. John, Mr. Steele and Mr. Goldsmith. Therefore, because of the
demonstrated disinterestedness of the majority of the board, the Complaint fails
to establish demand futility and should be dismissed. The second prong of
Aronson is addressed in section C below.

2. The Complaint Fails To Plead Particularized Facts
Sufficient To Create A Reasonable Doubt That A Majority Of
The Board Is Disinterested.

While the Court need not analyze the remaining three Director
Defendants, Plaintiff alleges that Messrs. Kittner, Williamson and Singer are
interested. A director will be considered unable to act objectively with respect
to a presuit demand if the director is interested in the outcome of the
litigation. E.g. Beam, 845 A.2d at 1049; Orman, 794 A.2d at 25 n.50 (citation
omitted). To establish that a director is interested in a challenged
transaction, a plaintiff "must plead particularized facts demonstrating either a
financial interest or entrenchment." Grobow, 539 A.2d at 188.

Here, the Complaint has failed to satisfy that threshold. Plaintiff has
failed to plead any particularized facts to establish that any of the Director
Defendants are interested in the retention and/or compensation of Tejas or CTA.
Moreover, Plaintiff has failed to allege sufficient facts to conclude that any
such interest would have been material. In the absence of such allegations,
Plaintiff cannot meet its burden of pleading under Rule 23.1 and the first prong
of the Aronson test. See In re Gen. Motors (Hughes) S'holder Litig, 2005 WL
1089021, at *9 (Del. Ch. May 4, 2005) ("[A]n allegation of a director's personal
interest must show materiality as to that director.")

a. Mr. Kittner Is Not Interested.

Plaintiff alleges that Mr. Kittner "has a direct, material financial
interest in the transactions" because he remains an "advisor and consultant" to
CTA - a position also described by Plaintiff as a "senior executive" - and is a
business partner with defendants Abbruzzese and Aquino. Compl. P. P. 8, 36.12
Plaintiff's ipse dixit does not pass muster under Rule 23.1. Plaintiff has not
alleged (i) the amount of Mr. Kittner's compensation (as advisor/consultant) or
the nature of his relationship with CTA; (ii) that Mr. Kittner's alleged
compensation derived from CTA might be affected by the outcome of this
litigation; or (iii) that the alleged compensation derived from CTA is material
to Mr. Kittner. Absent such allegations, the Court cannot reasonably infer that
Mr. Kittner is interested. See, e.g. Odyssey Partners, L.P. v. Fleming
Companies, Inc., 735 A.2d 386, 408 (Del. Ch. 1999) (finding a consulting
agreement "meaningless as a financial issue" in the context of a directors'

_________________________
12 Plaintiff makes the passing allegation that Mr. Kittner has "links to Tejas",
Compl. P. 36, although no specific supporting facts are alleged. Such conclusory
allegations do not satisfy Rule 23.1. Plaintiff also fails to mention that
Messrs. Kittner and Abbruzzese sit on MSV's board, as Motient's designees, by a
vote of the Motient Board, and at the request of Motient.

other compensation); Walt Disney, 731 A.2d at 360 (holding that consulting fees
of $50,000 paid to an outside director, without an allegation that $50,000 was
material to that director, did not render that director "beholden" to the
company's CEO).

"Materiality means that the alleged benefit was significant enough 'in
the context of the director's economic circumstances, as to have made it
improbable that the director could perform her fiduciary duties to the ...
shareholders without being influenced by her overriding personal interest."'
Orman, 794 A.2d at 23 (citation omitted) (emphasis omitted).

[I]t is well settled that plaintiffs' allegations of pecuniary
self-interest must allow the Court to infer that the interest
was of "a sufficiently material importance, in the context of
the director's economic circumstances, as to have made it
improbable that the director could perform her fiduciary
duties without being influenced by her overriding personal
interest."

Gen. Motors, 2005 WL 1089021, at *8 (citation omitted); see also id. , at *9
("[A]n allegation of a director's personal interest must show materiality as to
that director."). The Complaint allegations pertaining to Mr. Kittner do not
meet this threshold.

Plaintiff also alleges that Mr. Kittner is somehow conflicted with
regard to CTA and Tejas because he a director of "Motient Satellite Ventures GP,
Inc," the corporate general partner of MSV. Compl. P. P. 24-5.13 The Complaint
challenges Motient's business relationships with CTA and Tejas - not MSV. The
Complaint is devoid of any facts which explain how Mr. Kitner's service on the

_________________________
13 Plaintiff alleges that it is "informed" that since Mr. Kittner either
beneficially or directly owns an undisclosed amount of MSV stock possibly
through an undisclosed affiliate, he is conflicted with regard to Motient's
business relations with MSV. Compl. P. 25. The Complaint also alleges that Mr.
Kittner failed to disclose his purported interest in MSV. Compl. P. P. 26. Aside
from the obvious lack of particularity with which these "facts" are pled and
Plaintiff's failure to note that Mr. Kitner serves on the MSV board as Motient's
designee, they are entirely irrelevant to this Motion. Pleadings upon
"information and belief" are conclusory and therefore irrelevant for purposes of
a Rule 23.1 motion. E.g. Griffin Corporate Servs., LLC v. Jacobs, 2005 WL
2000775, *6 (Del. Ch. Aug. 11, 2005) (stating that allegations "[u]pon
information and belief ... without further factual allegations to support
[them], [are] merely conclusory and need not be accepted as true."); Savor, Inc.
v. FMR Corp., 2001 WL 541484, *3 (Del. Super. Apr. 24, 2001), aff'd, 812 A.2d
894 (Del. 2002) (finding that allegations "[u]pon information and belief" were
conclusory).

MSV board gives him a material interest in the retention or compensation of CTA
and Tejas. Absent such a logical link, Mr. Kitner's service on the MSV board
does not provide the Court with a basis for a reasonable inference of interest.

b. Mr. Williamson Is Not Interested.

Plaintiff makes the bare allegation that because Mr. Williamson owns
51,00014 shares of Tejas stock and is a director of Tejas, he "cannot be
expected to investigate and prosecute claims against Tejas and the other
Defendants" Compl. P. 39. This conclusory allegation, standing alone, is not a
sufficient basis for the Court reasonably infer that Mr. Williamson is
interested in the retention and/or compensation of Tejas or CTA. Gen. Motors,
2005 WL 1089021, at *6 ("'Conclusory statements, [however], without supporting
factual averments will not be accepted as true for purposes of a motion to
dismiss.'") (quoting Grimes, 673 A.2d at 1214).

Plaintiff fails to allege with specificity how Mr. Williamson is
personally interested in the retention and compensation of Tejas or CTA; nor has
Plaintiff even attempted to allege the amount or materiality of the Tejas
directors' fee to Mr. Williamson. Without such allegations, Plaintiff's attempt
to claim interest on the part of Mr. Williamson cannot succeed. Gen. Motors,
2005 WL 1089021, at *9 ("[A]n allegation of a director's personal interest must
show materiality as to that director."). Further, it is not alleged (nor are
there any facts that would support the conclusion) that Mr. Williamson's
continued directorship at Tejas is contingent on the outcome of this litigation.

With regard to Mr. Williamson's stock interest in Tejas, Plaintiff has
failed to allege that this action would have any material effect on the stock
price of Tejas (a public brokerage and investment banking company). Assuming,

_________________________
14 This figure includes 26,666 unissued shares of stock that are issuable under
Tejas' Stock Option Plan and represents a 1.1% equity interest in Tejas. Tejas
Inc. Schedule 14A, at 13 (June 6, 2005 annual meeting).

arguendo, some reduction in Tejas stock price arising from a negative finding in
this action, Plaintiff has not alleged that the effects of such a change would
be material to Mr. Williamson. E.g. In re Ply Gem Indus., Inc. S'holders Litig.,
2001 WL 755133, at *9 (Del. Ch. June 26, 2001) ("The only allegation regarding
Lilley, who had been a director for less than three years, was that his firm was
paid $25,000 for consulting services. In the absence of some allegation that
this was material to Lilley, I am satisfied that the Plaintiffs have not stated
any basis to doubt Lilley's independence.").

In short, Plaintiff has not given the Court any reasonable basis to
infer that Mr. Williamson has any material interest in the retention and/or
compensation of Tejas or CTA. In the absence of particularized factual
allegations, the Court cannot reasonably infer that Mr. Williamson is interested
in the acts complained of.

c. Steven G. Singer Is Not Interested.

Plaintiff alleges that Steven G. Singer "cannot possibly investigate
and pursue claims for his breach of duties, as he and/or his brother have a
financial interest in the transactions." Compl. P. 39. While the Complaint fails
to identify any personal benefit received by Steven G. Singer, the Complaint
alleges that

in February 2005, CTA and certain of its affiliates were paid
an investment banking fee of $3.7 million in cash and stock in
relation to the closing of Motient's acquisition of certain
interests in MSV. After Motient paid CTA $3.7 million, CTA
then assigned approximately $1.1 million of this fee to The
Singer Children's Management Trust, which is ultimately
controlled by and affiliated with Gary Singer.

Compl. P. 32. At best, the foregoing allegation might support an inference that
Steven G. Singer had some indirect interest in the retention and compensation of
CTA in connection with Motient's purchase of MSV interests between November 2004
and February 2005. However, there are no well-pled allegations (or reasonable

inferences) which connect the $1.1 million payment to Steven Singer himself, let
alone to any of the challenged stock sales in April, July and November of 2004.
Absent such a connection, the $1.1 million payment to the trust affiliated with
Gary Singer is irrelevant to this Motion. The $1.1 million payment was in
connection with a transaction which Plaintiff does not challenge; thus, the
Court should not consider it in determining Steven G. Singer's interest with
regard to the challenged transactions. See, e.g., Pogostin, 480 A.2d at 624
("Directorial interest exists whenever divided loyalties are present, or a
director either has received, or is entitled to receive, a personal financial
benefit from the challenged transaction which is not equally shared by the
stockholders.") (emphasis added); Zimmerman, 2002 WL 31926608, at *7 (same).
Assuming, arguendo, that the Complaint contained particularized allegations of
fact which established the missing logical link, there are no particularized
factual allegations which suggest that (i) either Gary Singer or CTA were paid
anything but market rates for their services,15 (ii) the $1.1 million payment to
Gary Singer was somehow inappropriate or unwarranted, or (iii) that any of the
$1.1 million payment found its way to Steven G. Singer.

In addition, the allegations concerning Steven G. Singer are
conspicuously devoid of any allegations that would allow the Court reasonably to
infer that any purported interest in (or benefit derived from) Tejas or CTA is
material to Steven G. Singer. In some circumstances, the Court has determined
that "material financial interests of close family members may factor into" a
Rule 23.1 analysis. Litt, 2003 WL 1794724, at *5. However, "the failure to

_________________________
15 As set forth above, Motient's 10-Ks for the years ending 2002, 2003, 2004 -
all signed by Mr. Dondero - all state that all of the contracts with CTA "were
approved by Motient's board of directors, and Motient believes that the
contracts and transactions were made on terms substantially as favorable to
Motient as could have been obtained from unaffiliated third parties." Motient
10-K at 100-101 (2002); Motient 10-K at 111 (2003); Motient 10-K at 80 (2004).

allege with particularity both close familial relationship and materiality
amounts to a failure to raise a reasonable doubt regarding [a director]'s
disinterest and independence." Id. Here, based upon the absence of such
materiality allegations, Plaintiff's claims of interest with regard to Steven G.
Singer must fail. Gen. Motors, 2005 WL 1089021, at *9 ("[A]n allegation of a
director's personal interest must show materiality as to that director.").

Based on the allegations in the Complaint, as set forth above, the
Court cannot reasonably infer that Mr. Steven G. Singer is interested.

* * *

In summary, the allegations of the Complaint fail completely to
establish a reasonable doubt that a majority of the Board is disinterested.

3. The Allegations Of Board Retaliation And Pre-Judgment Are
Irrelevant, False And/Or Misleading.

The original complaint in this action was amended to include
allegations concerning Motient's 8-K addressing the three lawsuits recently
filed against Motient by Plaintiff and its affiliates. Compl. P. P. 44-7.
Plaintiff's new allegations claim that Motient's 8-K evidences the Board's
inability to consider the demand that Plaintiff should have made in this action.
Compl. P. P. 44-7. The new allegations are irrelevant, false and/or misleading.

a. The Alleged Board Retaliation Did Not Occur.

Faced with the reality that demand was not excused, Plaintiff amended
its Complaint in an effort to distort the facts and concoct a basis to avoid
dismissal. As amended, the Complaint now states that:

Plaintiff submitted the original complaint for filing on
August 16, 2005, immediately prior to a previously scheduled
Motient board meeting that began at 2:00 p.m. Central time
[(3:00 p.m. Eastern)]. At that board meeting, Motient's
dominated, controlled and conflicted board implemented a
scheme to exclude the only truly independent director,
Dondero, from management and the board... At the August 16
board meeting, the board voted to form a so-called 'Executive
Committee,' which excludes Dondero.

Compl. P. 44 (emphasis added). Through vague and misleading allegations,
Plaintiff suggests that the Executive Committee was formed in retaliation for
the present action. Compl. P. P. 44-7. As with the Highland 13D, this allegation
is another effort in semantic gamesmanship by Plaintiff. As stated in Motient's
8-K, "[t]he lawsuits against Motient were filed after the formation by Motient's
Board of Directors of an Executive Committee which does not include Mr.
Dondero." Motient 8-K (August 19, 2005) (emphasis added). According to the
Docket, the original complaint in this action was filed at 5:04 p.m. Eastern on
August 16, 2005 - two hours after the previously scheduled Motient board meeting
at which the Executive Committee was created. The Texas action against Motient
was filed on August 22, 2005 - again, after the Motient board meeting. 16

Plaintiff, working on the false premise that the Executive Committee
was formed in response to this action, concludes that the formation of the
Executive Committee "demonstrates the board's lack of independence and inability
to meaningfully pursue and prosecute the claims and allegations [in the
Complaint]." Compl. P. 45. However, the Complaint is devoid of particularized
facts explaining why this demonstrates anything but the simple fact that
Motient's Board, consistent with their fiduciary duties, found it to be in the
best interests of the company and its stockholders to exclude Mr. Dondero from
certain Board deliberations. In the absence of specific allegations linking
formation of the Executive Committee to any disloyal acts, the allegations
concerning formation of an Executive Committee should not be considered by the
Court in determining the interest or independence of the Director Defendants.

_________________________
16 Plaintiff's affiliates also filed an action in Texas against Motient's
attorneys Andrews Kurth LLP on August 16, 2005.

b. The Motient 8-K Statement That Plaintiff's "Three Lawsuits
Have No Merit" Is Irrelevant To This Motion.

Plaintiff also seizes upon the statement in Motient's 8-K that Motient
believes the three lawsuits have no merit and that Motient intends to vigorously
defend the lawsuits. Motient 8-K (August 19, 2005); Compl. P. 47. This line of
reasoning is without merit for several reasons.

First, this Court has dismissed derivative actions based upon a
plaintiff's failure to make demand in instances where, as here, the company or
its directors have announced a belief that the litigation is without merit. See,
e.g., Litt, 2003 WL 1794724 (dismissing derivative action under Rule 23.1 for
failure to make a demand); Progress Financial 10-K (2001) ("[A] shareholder's
derivative action was filed against the Company and its directors in the
Delaware Chancery Court alleging ... breach of their fiduciary duty.... The
Company believes that this action is without merit and will defend the action
vigorously.") (emphasis added); Rattner, 2003 WL 22284323 (dismissing derivative
action under Rule 23.1 for failure to make a demand); VeriSign 10-K (2002)
("Another derivative action was filed ... alleging similar breaches of fiduciary
duty. Defendants moved to dismiss these claims.... VeriSign and the individual
defendants dispute all of these claims, and intend to vigorously defend
themselves against the allegations outlined herein.") (emphasis added). Public
statements about the merits (or lack thereof) of derivative litigation are
routinely made in SEC filings and are irrelevant to the Court's analysis under
Rule 23.1.

Second, the new allegations are an obvious, though misguided, reference
to this Court's ruling in Biondi v. Scrushy, 820 A.2d 1148, 1163-67 (Del. Ch.

2003). The context of the present case is vastly different from that in Biondi.
Unlike the present case in which Motient filed an 8-K regarding ongoing major
litigation (as is a matter of course for many public companies), Biondi involved
"an odd confluence of unusual and highly troubling facts." Biondi, 820 A.2d at
1165. In Biondi, the members of a special litigation committee issued several
public statements disparaging the merits of the claims that they undertook to
investigate before they even began the investigation. Id. Similar facts are not
present here. In addition, as set forth above, the special litigation committee
context at issue in Biondi (where "the SLC has the burden of establishing its
own independence by a yardstick that must be 'like Caesar's wife' - 'above
reproach.'") is dramatically different than the demand-excusal context at issue
here. Beam, 845 A.2d at 1055. Biondi is inapposite here.

Third, even assuming, arguendo, that the 8-K establishes that the
Director Defendants have a view as to the merits of the claims made in this
action, that does not establish a reasonable doubt that the Board has the
ability to exercise its managerial power (conforming with fiduciary duties) in
relation to the decision to prosecute the action. For example, it is well
settled that merely naming the directors of a corporation as defendants in a
derivative suit, with respect to decisions made by those directors, does not
render those directors interested for purposes of a Rule 23.1 analysis. E.g.
Aronson, 473 A.2d at 818. Presumably, in such cases - where the directors are
being asked to sue themselves for actions they have taken - the director
defendants do not believe that the allegations against them have merit. Despite
the director defendants' obvious (and understandable) "pre-judgment" about the
merits of such litigation, demand is nonetheless not excused. Contrary to
Plaintiff's suggestion here, operation of the business judgment rule does not
require a tabula rasa on behalf of the Director Defendants prior to the business
decision about prosecuting the litigation.

4. The Allegations Of Unjust Enrichment And The Sweeping
Allegations Of Wrongdoing In Count 1 Are Irrelevant To This
Motion.

As set forth above, the Complaint contains a litany of allegations
which are wholly unsupported by particularized allegations of fact. In Count 3,
Plaintiff alleges that Steven G. Singer and Mr. Kittner (and/or others)

obtained benefits from Motient by wrongful conduct, duress
and/or taking of [SIC] an undue advantage of Motient .... As a
result, these Defendants have been unjustly enriched.

The Complaint fails to contain any particularized allegations of wrongful acts
(or omissions) by Steven G. Singer or Mr. Kittner. Moreover, the Complaint fails
to allege how these defendants were supposedly "enriched." Count 3 is a spurious
claim that lacks any support (either in the Complaint or reality). These
baseless claims do not create a disabling interest or an adequate challenge to
independence.

Similarly, the remaining allegations of wrongdoing in Count 1 which
have not been addressed herein are irrelevant. As stated above, merely naming
the directors of a corporation as defendants in a derivative suit does not
render those directors interested for purposes of a Rule 23.1 analysis. E.g.
Aronson, 473 A.2d at 818. The litany of claims leveled at the Director
Defendants (without support from particularized allegations of fact) do not
provide the Court with a reasonable basis to infer interestedness or lack of
independence.

* * *

For the reasons set forth above, the Complaint fails to plead
particularized facts sufficient to demonstrate that a majority of the Board is
interested or lacks independence. Therefore, demand is not excused under the
first prong of Aronson.

C. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt That The Retention And Compensation Of CTA
And Tejas Were Valid Exercises Of Business Judgment.
--------------------------------------------------------------------

In light of Plaintiff's failure to raise a reasonable doubt that a
majority of the Motient Board was disinterested or independent with respect to
the retention and compensation of CTA and Tejas, demand will not be excused
unless Plaintiff can demonstrate that these decisions were not a valid exercise
of the Board's business judgment under the second prong of Aronson. See, e.g.,
Grobow, 539 A.2d at 189. Because the business judgment rule is "a presumption
that directors making a business decision, not involving self-interest, act on
an informed basis, in good faith and in the honest belief that their actions are
in the corporation's best interest," (Grobow, 539 A.2d at 187) the Court may not
"assume that the transaction was a wrong to the corporation requiring corrective
measures by the board." Pogostin, 480 A.2d at 624. Instead, Rule 23.1 requires
Plaintiff to "plead particularized facts creating a reasonable doubt as to the
'soundness' of the challenged transactions sufficient to rebut the presumption
that the business judgment rule attaches to the transaction." Levine, 591 A.2d
at 206. This is a substantial burden since the second prong of Aronson is
"directed to extreme cases in which despite the appearance of independence and
disinterest a decision is so extreme or curious as to itself raise a legitimate
ground to justify further inquiry and judicial review. The test for this second
stage is thus necessarily high, similar to the legal test for waste." Kahn v.
Tremont Corp., 1994 WL 162613, at *6 (Del. Ch. Apr. 21, 1994, revised Apr. 22,
1994); Greenwald v. Batterson, 1999 WL 596276, at *7 (Del. Ch. July 26, 1999)
(same).17 Plaintiff's scant conclusory allegations fall frighteningly short this
imposing standard.

_________________________
17 White, 783 A.2d 543 at 554 ("A board's decisions do not constitute corporate
waste unless they are exceptionally one-sided. Accordingly, we have defined
'waste' to mean 'an exchange of corporate assets for consideration so

1. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt As To The Board's Procedural Due Care.

To establish demand futility on procedural due care grounds, a
plaintiff must allege "specific facts describing what steps the directors did
not take in informing themselves or how they could have better informed
themselves before entering into the challenged transactions." Starrels v. First
Nat'l Bank of Chicago, 870 F.2d 1168, 1172 (7th Cir. 1989); see also Aronson,
473 A.2d at 812. The Complaint, quite simply, does not plead sufficient
particularized facts to conclude that the Director Defendants failed to
adequately inform themselves in connection with their retention of CTA and
Tejas. The Complaint states - without particularized support - that "[i]n
addition or in the alternative, a reasonable doubt exists that the challenged
transactions and conduct were the product of a valid exercise of business
judgment of Motient's directors." Compl. P. 62. More specifically, the Complaint
alleges "[t]he directors, other than James Dondero, provided little input and
had basically no deliberation on these complicated issues involving transactions
worth hundreds of millions of dollars to the company," Compl. P. 19, and "felt
compelled to [hire Tejas] without proper consideration of alternatives or
alternative service providers." Id. However, in support of this claim, Plaintiff
does not assert, with specificity, what steps the Motient Board failed to take
other than to provide more "input" or to contribute more "substantive comments."
Id. Similarly, the Complaint has no allegations whatsoever that the decision to
hire and compensate CTA was not afforded proper consideration and due care.

_________________________
disproportionately small as to lie beyond the range at which any reasonable
person might be willing to trade.' As a practical matter, a stockholder
plaintiff must generally show that the board 'irrationally squander[ed]'
corporate assets - for example, where the challenged transaction served no
corporate purpose or where the corporation received no consideration at all.
Under this standard, a corporate waste claim must fail if 'there is any
substantial consideration received by the corporation, and ... there is a good
faith judgment that in the circumstances the transaction is worthwhile.' This is
so even if the transaction appears, with hindsight, to be unreasonably risky to
a reviewing Court. As we have observed, 'courts are ill-fitted to attempt to
weigh the 'adequacy' of consideration under the waste standard or, ex post, to
judge appropriate degrees of business risk.'") (citations omitted) (emphasis
added).

To the contrary, the Complaint itself admits, albeit, with disapproval, that the
Board discussed the hiring of Tejas. Compl. P. 19. No other particularized facts
are alleged. These generalized allegations cannot excuse demand under Rule 23.1.

Given the scant allegations in the Complaint, it is simply unreasonable
to draw the inference that (i) sufficient attention was not afforded the
decisions to hire and compensate Tejas and CTA, (ii) the director defendants
failed to consider any opportunity to hire other advisors or bankers on more
favorable terms, and (iii) the director defendants failed to consider any
alternative advisors or bankers. Without particularized factual allegations
demonstrating a likelihood that the director defendants were grossly negligent
in fulfilling their duty of procedural due care, Plaintiff's broad, conclusory
assertions regarding the quantity or quality of "input" or "substantive
comments," alone, cannot raise a reasonable doubt as to the director defendants'
business judgment. See Grobow, 539 A.2d at 191; Starrels, 870 F.2d at 1172.

2. Plaintiff's Conclusory Substantive Allegations Are Insufficient To
Overcome The Presumptions Of The Business Judgment Rule.

The substantive allegations set forth in the Complaint likewise do not
raise a reasonable doubt that the Board's retention and compensation of CTA and
Tejas were valid exercises of business judgment. In order to successfully raise
such a reasonable doubt on substantive grounds, a derivative Plaintiff must
plead particularized facts sufficient to demonstrate that the challenged
transaction is "so egregious on its face that board approval cannot meet the
test of business judgment." Aronson, 473 A.2d at 815. Thus, a hallmark of the
business judgment rule is that "a court will not substitute its judgment for
that of the board if the latter's decision can be 'attributed to any rational
business purpose.'" Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946, 954 (Del.
1985) (quoting Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del. 1971))
(emphasis added).

Courts have compared this standard to that of waste. Kahn, 1994 WL
162613, at *6 ("The test for this second stage is thus necessarily high, similar
to the legal test for waste"). The legal test for waste is "severe." Glazer v.
Zapata Corp., 658 A.2d 176, 183 (Del. Ch. 1993). Directors are guilty of waste
of corporate assets

only when they authorize an exchange that is so one sided that
no business person of ordinary, sound judgment could conclude
that the corporation has received adequate consideration. If
reasonable, informed minds might disagree on the question,
then in order to preserve the wide domain over which
knowledgeable business judgment may safely act, a reviewing
court will not attempt to itself evaluate the wisdom of the
bargain or the adequacy of the consideration.

Id.; see Grobow, 539 A.2d at 189 (quoting Saxe v Brady, 184 A.2d 602, 610 (Del.
Ch. 1962)) (no claim of waste has been stated unless "what the corporation has
received is so inadequate in value that no person of ordinary, sound business
judgment would deem it worth what the corporation has paid"). This Court has
stated that to excuse demand on grounds of waste, "the complaint must allege
particularized facts showing that the corporation, in essence, gave away assets
for no consideration." Green v. Phillips, 1996 WL 342093, at *5 (Del. Ch. June
19, 1996).

Moreover, Plaintiff's standard in this inquiry is even more exacting in
light of this Court's deference to directors' business judgment in matters of
compensation. Haber, 465 A.2d at 359; see also, In re Walt Disney Co. Derivative
Litig., 2005 WL 2056651, at *38-39 (Del. Ch. Aug. 9, 2005). As this Court noted
in Steiner v. Meyerson, 1995 WL 441999, at *4-5 (Del. Ch. July 19, 1995):

The agreements in question are attacked on a corporate waste
theory. On this ground it appears clear that the complaint

does not state a claim upon which relief might be granted. The
gist of the complaint is that these deals pay [the CEO] too
much for too little. That question however is the essence of
business judgment...

... the waste theory represents a theoretical exception to the
statement very rarely encountered in the world of real
transactions. There surely are cases of fraud; of unfair
self-dealing and, much more rarely negligence. But rarest of
all - and indeed, like Nessie, possibly non-existent - would
be the case of disinterested business people making
non-fraudulent deals (non-negligently) that meet the legal
standard of waste!

Steiner, 1995 WL 441999, at *4-5 (emphasis added).

If a "legitimate business purpose[]" is apparent from a derivative
Complaint, the allegations cannot meet the second prong of Aronson and thus,
demand is not excused. See Grobow, 539 A.2d at 189-90; Unocal 493 A.2d at 954;
Levine, 591 A.2d at 207. Here, not only did the retention and compensation of
CTA and Tejas have a valid business purpose, but that purpose is explained on
the face of the Complaint! CTA "provided financial advice to Motient since
2002..." Compl. P. 17. Tejas has served as the placement agent for several
Motient private stock issuances. Compl. P. P. 29-31. There are no allegations in
the Complaint alleging that CTA or Tejas failed to perform the tasks for which
they were retained or that the business arrangement was so one sided that no
reasonable person could have retained CTA or Tejas on the terms described. To
the contrary, the Complaint admits that CTA and Tejas consistently performed the
functions and achieved the goals for which they were hired. See, Compl. P. P.
17, 29-31.

While the Complaint does allege that "Tejas was also paid above-market
rates for its services" and that compensation to CTA and Tejas was "excessive;"
Compl. P. P. 22, 50, these allegations are unsupported by any particularized
allegation as to what the market value of CTA or Tejas' services were.18

Further, even if the Complaint did plead sufficient facts to establish that
Tejas was paid above market rates for its services, this is not enough to meet
the pleading standard under the second prong of the Aronson test. Aronson, 473
A.2d at 815. The Complaint must plead facts that establish that no reasonable
business person would enter into the transaction(s) on the terms alleged. Id.
Since no such facts are even alleged (even in a conclusory manner), the
Complaint falls fall short of this standard.

Since, as established above, a valid business purpose for the retention
of CTA and Tejas is evident from the face of the Complaint, Plaintiff's claims
do not raise a reasonable doubt that the Board's decision to retain CTA and
Tejas were valid exercises of the director defendants' business judgment.

D. Plaintiff Does Not Fairly And Adequately Represent The Interests Of
Any Stockholder Except Itself.
--------------------------------------------------------------------

In order to assert derivative claims, a stockholder plaintiff must
fairly and adequately represent the interests of all stockholders. Youngman v.
Tahmoush, 457 A.2d 376, 379 (Del. Ch. 1983). Plaintiff is currently prosecuting
massive individual claims in Texas against Motient. The Texas claims not only
overshadow Plaintiff's interest in the derivative recovery it now seeks, but
compete with and are antagonistic to the interests of all other common
shareholders, as well as to the claims set forth in this derivative action. As
such, Plaintiff is impermissibly conflicted and must be disqualified as an
inadequate derivative plaintiff under Rule 23.1.

Even though the requirement that a derivative plaintiff fairly and
adequately represent all shareholders is not explicit in Rule 23.1, Delaware
Courts have consistently found this requirement to be implicit in the purposes

_________________________
18 As set forth above, Mr. Dondero signed at least three SEC filings which state
that all of the contracts and transactions with CTA were approved by Motient's
board of directors, and were believed by Motient to be on terms substantially as
favorable to Motient as could have been obtained from unaffiliated third
parties. Motient 10-K at 100-101 (2002); Motient 10-K at 111 (2003); Motient
10-K at 80 (2004).

and policies behind Rule 23.1. Emerald Partners, 564 A.2d at 673-74. Courts will
consider any conflict of interest between the named derivative plaintiff and the
similarly situated stockholders because the plaintiff is bringing suit in a
representative capacity. Id.; see also Youngman, 457 A.2d at 379 (recognizing
that derivative plaintiff must be an adequate representative because the
plaintiff acts as a fiduciary). Thus, if a stockholder plaintiff has conflicting
interests which encumber its ability to act in the interests of the other
stockholders, that stockholder will not be permitted to serve as the derivative
plaintiff. Emerald Partners, 564 A.2d at 673-74; Scopas Tech. Co. v. Lord, 1984
WL 8266, at *2 (Del. Ch. Nov. 20, 1984).

In order to determine whether a plaintiff is an adequate
representative, Courts examine any evidence which indicates that the plaintiff
will disregard the interests of the other shareholders when prosecuting the
action. Youngman, 457 A.2d at 379. To this end, Courts will consider several
factors:
Among the elements which the courts have evaluated in
considering whether the derivative plaintiff meets Rule 23.1's
representation requirements are: economic antagonisms between
representative and class; the remedy sought by the plaintiff
in the derivative action; indications that the named plaintiff
was not the driving force behind the litigation; plaintiff's
unfamiliarity with the litigation; other litigation pending
between the plaintiff and defendants; the relative magnitude
of plaintiff's personal interests as compared to his interest
in the derivative action itself; plaintiff's vindictiveness
towards the defendants and, finally, the degree of support
plaintiff was receiving from the shareholders he purported to
represent.

Youngman, 457 A.2d at 379-80; see also Emerald Partners, 564 A.2d at 673-74
(quoting Davis v. Comed, Inc., 619 F.2d 588, 593-95 (6th Cir. 1980)). Although a
Court will consider all of these factors, and may consider others, a
particularly strong showing under any single category may warrant
disqualification. Emerald Partners, 564 A.2d at 673-74; Youngman, 457 A.2d at
380.

At least three of the Youngman factors weigh strongly in favor of
disqualifying Plaintiff in this case: (1) "economic antagonisms between
representative and class;" (2) "other litigation pending between the plaintiff
and defendants;" and (3) "the relative magnitude of plaintiff's personal
interests as compared to his interest in the derivative action itself." Id. at
379-380. A simple reading of the Complaint and Plaintiff's public statements
strongly suggest the presence of a fourth factor as well, vindictiveness towards
the defendants.

In Scopas Tech. Co. v. Lord, Vice Chancellor Walsh noted that
"[o]rdinarily, other litigation, in and of itself, may warrant disqualification
of a plaintiff from bringing a derivative suit where it appears that the
derivative plaintiff instituted the derivative suit only as 'leverage' to
further his individual claims." 1984 WL 8266, at *2 (citing Rothenberg v. Sec.
Mgmt. Co., Inc., 667 F.2d 958, 961 (11th Cir. 1982)). The prejudicial effect of
the pending litigation is compounded where, as is the case here, the derivative
plaintiff's proportional share of a possible derivative recovery is
significantly smaller than the plaintiff's pending individual claims against the
company. Scopas, 1984 WL 8266, at *2 (finding that a shareholder
representative's adequacy was undermined by individual claims approximately ten
times greater than the representative's proportional share of a possible
derivative recovery).

There are currently two pending actions in Texas arising out of a
dispute between Motient and Plaintiff regarding the 2005 issuance of $90M of
preferred stock to Plaintiff. In the first action, Plaintiff is suing Motient
for allegedly misrepresenting the nature of the preferred stock purchase and
seeks to rescind the purchase and recover the $90M it paid for the stock. A copy
of this complaint is attached hereto as Exhibit A. In the second case, Plaintiff

is suing Motient's attorneys for alleged fraud and misrepresentation in
connection with an opinion they issued regarding the same preferred stock
issuance. A copy of this complaint is attached hereto as Exhibit B.

It is unquestionable from the faces of the Delaware and Texas
complaints that the purported monetary value of Plaintiff's individual claims in
the Texas action involving Motient far exceed its proportional share of any
derivative recovery. Plaintiff notes in the Complaint that "[t]he defendants
have benefited from their breaches of fiduciary duties in amounts that could
exceed $100 million." Compl. P. 23 (emphasis added). According to Motient's last
10-K, Plaintiff owns approximately 9.3% of Motient equity. Accordingly,
Plaintiff's proportional (indirect) interest in a potential derivative recovery
in this action (about $9.3 million) is far less (approximately 10%) than the $90
million individual claim it is currently prosecuting. The Court of Chancery in
Scopas held that a similar value ratio of derivative to individual claims
(approximately 11%) "creates a strong potential for the derivative suit to be
used merely as leverage, and not pursued with the same vigor as [the
plaintiff's] direct claims." Scopas, 1984 WL 8266, at *3. The court found that
this was especially true when the factual basis of the two suits are different,
and thus, the safeguard of court approval of derivative settlements is not as
effective. Id.

Because Plaintiff is currently pursuing factually distinct individual
claims against Motient which economically dwarf its proportional indirect
interest in the derivative recovery it seeks here, Plaintiff should be
disqualified as a derivative plaintiff and this Complaint should dismissed
pursuant to Rule 23.1.

CONCLUSION
----------

For the foregoing reasons, the Moving Defendants respectfully submit
that the Complaint should be dismissed with prejudice for failure to make a
demand pursuant to Rule 23.1.

----------------------------------------
Gregory P. Williams (DSBA No. 2168)
Lisa A. Schmidt (DSBA No. 3019)
Richard P. Rollo (DSBA No. 3994)
Harry Tashjian, IV (DSBA No. 4609)
Richards, Layton and Finger, P.A.
One Rodney Square, P.O. Box 551
Wilmington, Delaware 19899-0551
(302) 651-7700
Attorneys for defendants Steven
G. Singer, Barry A. Williamson,
Gerald S. Kittner, Raymond L. Steele,
C. Gerald Goldsmith, Christopher W.
Downie, and nominal defendant Motient
Corporation
OF COUNSEL:

FISH & RICHARDSON P.C.
William J. Marsden (DSBA No. 2247)
Stamatios Stamoulis (DSBA No. 4606)
919 Market Street, Suite 1100
P.O. Box 1114 Wilmington, DE 19899-1114
(302) 652-5070

William B. Mateja (pro hac pending)
Paul E. Coggins (pro hac pending)
1717 Main Street, Suite 5000
Dallas, TX 75201
(214) 747-5070
Attorneys for Steven G. Singer

Dated: October 14, 2005

CERTIFICATE OF SERVICE
----------------------

It is hereby certified that on October 14, 2005, the Opening Brief In
Support Of The Motion To Dismiss Filed By Motient, The Director Defendants And
Christopher W. Downie, and this Certificate of Service, were served by
electronic filing upon the following counsel of record:

Kevin R. Shannon (DSBA No. 3137)
Michael A. Pittenger (DSBA No. 3212)
Matthew E. Fischer (DSBA No. 3092)
Joyce E. Wong (DSBA No. 4617)
Hercules Plaza, 6th Floor
1313 North Market Street
Wilmington, Delaware 19899-0951

----------------------------------
Harry Tashjian, IV (DSBA No. 4609)

TABLE OF CONTENTS

Page
----

NATURE AND STAGE OF THE PROCEEDINGS...............................................................................1

PRELIMINARY STATEMENT.............................................................................................2

STATEMENT OF FACTS................................................................................................4

A. Relevant Parties And Non-Parties..................................................................4
1. The Professional Plaintiffs: Highland And Mr. Dondero.....................................4
2. Motient And The Director Defendants.......................................................4
3. Motient's Officer Defendant...............................................................5
4. Motient's Financial And Restructuring Advisors: CTA And Tejas.............................5
5. Plaintiff's Red Herrings..................................................................6
B. Background: Mobile Satellite Ventures, Motient's Chapter 11
Filing And The FCC Developments...................................................................7
C. The Delaware Complaint's Allegations Of Wrongdoing...............................................11
D. Plaintiff's Amended Schedule 13D Reveals That This Action Is Merely A
Ploy For Leverage In Plaintiff's $90 Million Claim In Texas......................................13
E. The Complaint Fails To Mention That Plaintiff's Affiliates Consented
To The Terms Of The Challenged Stock Sales (Including Tejas' Compensation).......................15

ARGUMENT.........................................................................................................17
I. THE COMPLAINT SHOULD BE DISMISSED PURSUANT TO RULE 23.1.................................................17
A. The Pleading Requirements Of Rule 23.1...........................................................17
B. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt That A Majority Of The Board Is Independent
And Disinterested................................................................................20
1. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt That A Majority Of The Board Is
Independent..............................................................................21
2. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt That A Majority Of The Board Is
Disinterested............................................................................27
3. The Allegations Of Board Retaliation And Pre-Judgment Are
Irrelevant, False And/Or Misleading.....................................................33
4. The Allegations Of Unjust Enrichment And The Sweeping
Allegations Of Wrongdoing In Count 1 Are Irrelevant To This Motion.......................37
C. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt That The Retention And Compensation Of
CTA And Tejas Were Valid Exercises Of Business Judgment..........................................38

-i-

1. The Complaint Fails To Plead Particularized Facts Sufficient To
Create A Reasonable Doubt As To The Board's Procedural Due Care..........................39
2. Plaintiff's Conclusory Substantive Allegations Are Insufficient To
Overcome The Presumptions Of The Business Judgment Rule..................................40
D. Plaintiff Does Not Fairly And Adequately Represent The Interests
Of Any Stockholder Except Itself.................................................................43

CONCLUSION.......................................................................................................47

-ii-

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

HIGHLAND LEGACY, LIMITED, )
)
Plaintiff, )
)
v. ) C.A. No. 1566-N
)
STEVEN G. SINGER; GARY SINGER; )
TEJAS, INC.; TEJAS SECURITIES GROUP, )
INC.; GERALD S. KITTNER; )
CHRISTOPHER W. DOWNIE; )
COMMUNICATIONS TECHNOLOGY )
ADVISORS LLC; CAPITAL & )
TECHNOLOGY ADVISORS, INC.; PETER )
D. AQUINO; JARED E. ABBRUZZESE; )
BARRY A. WILLIAMSON; RAYMOND L. )
STEELE; and C. GERALD GOLDSMITH, )
)
Defendants, )
)
and MOTIENT CORPORATION, )
)
Nominal Defendant. )

OPENING BRIEF IN SUPPORT OF THE MOTION TO DISMISS FILED BY
MOTIENT, THE DIRECTOR DEFENDANTS AND CHRISTOPHER W. DOWNIE
----------------------------------------------------------

Gregory P. Williams (DSBA No. 2168)
Lisa A. Schmidt (DSBA No. 3019)
Richard P. Rollo (DSBA No. 3994)
Harry Tashjian, IV (DSBA No. 4609)
Richards, Layton and Finger, P.A.
One Rodney Square, P.O. Box 551
Wilmington, Delaware 19899-0551
(302) 651-7700
Attorneys for defendants Steven G.
Singer, Barry A. Williamson,
Gerald S. Kittner, Raymond L.
Steele, C. Gerald Goldsmith,
Christopher W. Downie, and
nominal defendant Motient
Corporation

OF COUNSEL:

FISH & RICHARDSON P.C.
William J. Marsden (DSBA No. 2247)
Stamatios Stamoulis (DSBA No. 4606)
919 Market Street, Suite 1100
P.O. Box 1114 Wilmington, DE 19899-1114
(302) 652-5070

William B. Mateja (pro hac pending)
Paul E. Coggins (pro hac pending)
1717 Main Street, Suite 5000
Dallas, TX 75201
(214) 747-5070
Attorneys for Steven G. Singer

Dated: October 14, 2005