Wednesday, July 05, 2006
Unique HP Theory Fails
Yep, he’s Justice Stephen Breyer’s younger brother, and no, this time I didn’t mix up the family member pictures like last time (but only because I already knew what Justice Breyer looks like). So you see, “Plaintiffs' theory is unprecedented and unpersuasive.” In fact, “Plaintiffs cite no law, and the Court is aware of none, that suggests that when a director votes in favor of a written agreement a company is under a legal obligation to modify the language of the agreement to reflect the views expressed orally by that director.” So looks like that’s it (at least at the District Court level) for the Hewlett-Packard securities class action, as Judge Charles R. Breyer (N.D. Cal.) (Clinton ’97) kicked it straight to the curb with prejudice.
You can read Hanrahan v. Hewlett-Packard, issued June 16, 2006, at 2006 U.S. Dist. LEXIS 43768.
Nugget: “Plaintiff does not cite any case that suggests a publicly-traded company cannot report the accurate fact that a board of directors has unanimously approved some action when one board member who voted for the action has expressed reservations or even opposition to the action. Such a ruling would greatly expand the reach of the securities laws.”