Case Page

 

Case Status:    DISMISSED    
On or around 06/16/2006 (Date of order of final judgment)

Filing Date: November 03, 2003

According to a press release dated July 31, 2006, the U.S. District Court for the Northern District of California granted a company's motion to dismiss a securities fraud class action, ruling that the defendant company was not obligated to disclose an opposition to a merger during a board meeting, where the board technically approved the merger unanimously. Shareholders of Hewlett Packard Co. (HP) sued the company for violations of the Securities Exchange Act of 1934 § § 10(b) and 20(a), and Rule 10b-5. Specifically, the shareholders claimed that HP fraudulently failed to disclose that one of its board members opposed a merger with Compaq Corp. during a board meeting to discuss the merger. During the board meeting, Walter Hewlett opposed the merger. However, Hewlett ultimately voted in favor of the merger, and HP announced the merger had been unanimously approved by both HP and Compaq's Boards of Directors. After the merger announcement, HP stock declined in value. When the public learned that Hewlett opposed the merger, HP stock rose again, as investors believed the opposition made the merger less likely to occur. However, the merger occurred. HP moved to dismiss the shareholders' suit. To plead § 10(b) and Rule 10b-5 violations, a shareholder must allege that the defendant made a fraudulent misrepresentation or omission in connection with the sale or purchase of securities with scienter, upon which the plaintiff relied, causing the plaintiffs' economic loss. … The district court dismissed the shareholders' suit, finding that HP announced an accurate fact that all HP board members approved the merger by a unanimous vote.

In May 2005, the case was transferred from the U.S. District Court for the District of Connecticut to the U.S. District Court for the Northern District of California. On March 24, 2006, the Court granted the motion to appoint lead plaintiff and lead counsel. On April 7, 2006, the plaintiff filed an Amended Complaint and the defendants responded by filing a motion to dismiss the Amended Complaint. The ruling on the motion to dismiss is currently pending.

The original complaint charges Defendants’ Hewlett-Packard and its Chairman of the Board of Directors and Chief Executive Officer with violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Specifically, the complaint alleges the action arises as a result of the announcement by the Defendants on September 3, 2001 of the proposed merger of Hewlett-Packard with the Compaq Computer Corporation (“Compaq”) (the “Merger”) and subsequent public statements and public filings by the Defendants from September 4, 2001 through November 5, 2001 regarding the Merger. Those statements by the Defendants regarding the Merger were deceptive and misleading because they failed to disclose that Walter B. Hewlett (“Hewlett”) was opposed to the Merger, as detailed herein. The Defendants’ misleading and deceptive public statements regarding the Merger on September 3, 2001 and throughout the Class Period significantly artificially decreased and deflated the price of HP stock throughout the Class Period.

COMPANY INFORMATION:

Sector: Technology
Industry: Computer Hardware
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: HPQ
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: N.D. California
DOCKET #: 03-CV-01878
JUDGE: Hon. Alvin W. Thompson
DATE FILED: 11/03/2003
CLASS PERIOD START: 09/04/2001
CLASS PERIOD END: 11/05/2001
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Chitwood & Harley LLP
    1230 Peachtree Street, N.E., 2300 Promenade II, Chitwood & Harley LLP, GA 30309
    888.873.3999 404.873.4476 · info@chitwoodlaw.com
  2. Schatz & Nobel, P.C.
    330 Main Street, Schatz & Nobel, P.C., CT 06106
    800.797.5499 860.493.6290 · sn06106@AOL.com
  3. Shapiro Haber & Urmy LLP (Boston)
    75 State Street, Shapiro Haber & Urmy LLP (Boston), MA 02109
    617.439.3939 617.439.0134 · info@shulaw.com
No Document Title Filing Date
COURT: N.D. California
DOCKET #: 05-CV-02047
JUDGE: Hon. Alvin W. Thompson
DATE FILED: 04/07/2006
CLASS PERIOD START: 09/04/2001
CLASS PERIOD END: 11/05/2001
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Chitwood Harley Harnes LLP (Atlanta)
    2300 Promenade II; 1230 Peachtree Street, N.E., Chitwood Harley Harnes LLP (Atlanta), GA 30309
    888.873.3999 404.876.4476 · info@chitwoodlaw.com
  2. Schatz & Nobel, P.C.
    330 Main Street, Schatz & Nobel, P.C., CT 06106
    800.797.5499 860.493.6290 · sn06106@AOL.com
  3. Schubert & Reed LLP
    Two Embarcadero Center, Suite 1050, Schubert & Reed LLP, CA 94111
    415.788.4220 415.788.0161 · mail@schubert-reed.com
  4. Shapiro Haber & Urmy LLP (Boston)
    75 State Street, Shapiro Haber & Urmy LLP (Boston), MA 02109
    617.439.3939 617.439.0134 · info@shulaw.com
No Document Title Filing Date