Several class actions have been filed against computer technology giant Hewlett-Packard Company (NYSE:HPQ) and certain of its officers and directors by stockholders who sold the company's common stock between September 4 and November 5, 2001. The actions claim that the defendants violated federal securities laws by failing to disclose Director Walter Hewlett's opposition to the 2001 merger with Compaq Computer Corporation, thereby artificially deflating the price of the company's securities. The stockholders seek to recover compensatory damages for the loss of value of their stock.
This action arises out of events surrounding the 2001 merger of Hewlett-Packard with the Compaq Computer Corporation. HP allegedly failed to reveal the crucial fact that Walter B. Hewlett, son of HP founder and a director, was opposed to the merger-- Hewlett controls the voting rights of hundreds of millions of HP common stock. By failing to disclose that Hewlett's opposition to the merger significantly decreased the likelihood that it would be consummated, the defendants received the marketplace as to the likelihood of the merger actually taking place.
The proposed class period begins on the first day of trading of HP stock after the defendants announced the proposed merger. It ends on the last trading day of HP stock prior to the first announcement that Hewlett was opposed to the merger. The lawsuit alleges that the defendants’ misleading statements regarding the merger significantly deflated the price of HP stock throughout the class period.
The statements in question started on September 3, 2001, when HP and Compaq issued a press release announcing the merger agreement. The release announced that the merger had been “… unanimously approved by both Boards and Directors….” thereafter, the defendants allegedly made numerous prior statements in public filings with the SEC regarding the merger-- all of which allegedly had a distinct positive slant.
The stock market responded negatively to the merger announcement. At closing on the day before the announcement, HP stock ended at $23.21 per share at trading volume of just over 5 million shares. The day of the merger announcement over 37 million shares were traded, and the stock closed at $19.00, allegedly due to the market’s unfavorable reaction to the merger. Throughout the class period, HP stock continued in a downward spiral.
The action alleges that, had Hewlett's opposition to the merger been disclosed, the market would not have responded so negatively to the merger announcement. HP's failure to disclose allegedly harmed all HP stockholders who chose to sell their stock during its downward plunge.