Hewlett v. Hewlett-Packard Co.

In 2001, Hewlett-Packard Co. (HP) (defendant) entered into a merger agreement with Compaq Computer Corporation (Compaq). The proposed merger would include issuing new HP shares to former Compaq shareholders, which would dilute HP shareholders’ ownership percentage in the combined entity. The value of HP’s publicly traded stock quickly and materially dropped upon announcement of the merger proposal. Majority approval of HP’s stockholders was required for the merger. Various members of the Hewlett family and others (the Hewlett parties) (plaintiffs) announced they opposed the merger, and a proxy contest ensued. A vote of HP’s stockholders took place at an HP stockholders’ meeting, and requisite approval was received in a close vote. Deutsche Bank (DB) had held proxies to vote approximately 25 million HP shares at the meeting. Days prior to the stockholders meeting, DB allegedly cast all 25 million proxies against the merger. At the shareholder meeting, however, DB changed 17 million of those proxy votes to be in favor of the merger. The Hewlett parties claimed that DB’s vote change had resulted from unlawful vote-buying by HP management. The day prior to the vote, HP management allegedly caused DB concern it would lose future business if DB voted against management’s position. Further, HP management allegedly had a coercive telephone discussion with DB on the day of the shareholders meeting, which culminated in DB’s vote change. Moreover, HP allegedly made public statements regarding the status of the integration plan of the companies as well as projected financial results that were knowingly and materially false. The Hewlett parties alleged that such false statements had resulted in Barclays Global Investors (Barclays) voting 60 million shares of HP in favor of the merger and changed the outcome of the merger vote. The Hewlett parties brought an action under § 225(b) of the Delaware General Corporation Law (DGCL) seeking declaration that the merger approval was not valid because of the vote-buying and false-disclosure claims. HP filed a motion to dismiss the complaint.