HP 2014 Annual Report Download - page 170

HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 15: Litigation and Contingencies (Continued)
but reducing the length of the sanctions from five to two years. HP Brazil appealed that decision and,
in December 2011, obtained a ruling staying enforcement of ECT’s sanctions until a final ruling on the
merits of the case. HP expects this decision to be issued in 2015 and any subsequent appeal on the
merits to last several years.
Stockholder Litigation. As described below, HP is involved in various stockholder litigation
matters commenced against certain current and former HP executive officers and/or certain current and
former members of HP’s Board of Directors in which the plaintiffs are seeking to recover damages
related to HP’s allegedly inflated stock price, certain compensation paid by HP to the defendants, other
damages and/or injunctive relief:
•Saginaw Police & Fire Pension Fund v. Marc L. Andreessen, et al. is a lawsuit filed on October 19,
2010 in the United States District Court for the Northern District of California alleging, among
other things, that the defendants breached their fiduciary duties and were unjustly enriched by
consciously disregarding HP’s alleged violations of the FCPA. On August 15, 2011, the
defendants filed a motion to dismiss the lawsuit. On March 21, 2012, the court granted the
defendants’ motion to dismiss, and the court entered judgment in the defendants’ favor and
closed the case on May 29, 2012. On June 28, 2012, the plaintiff filed an appeal with the United
States Court of Appeals for the Ninth Circuit. On September 8, 2014, the plaintiff voluntarily
dismissed its appeal, which concluded the case.
•A.J. Copeland v. Raymond J. Lane, et al. (‘‘Copeland I’’) is a lawsuit filed on March 7, 2011 in the
United States District Court for the Northern District of California alleging, among other things,
that the defendants breached their fiduciary duties and wasted corporate assets in connection
with HP’s alleged violations of the FCPA, HP’s severance payments made to Mark Hurd (a
former Chairman of HP’s Board of Directors and HP’s Chief Executive Officer), and HP’s
acquisition of 3PAR Inc. The lawsuit also alleges violations of Section 14(a) of the Securities
Exchange Act of 1934 (the ‘‘Exchange Act’’) in connection with HP’s 2010 and 2011 proxy
statements. On February 8, 2012, the defendants filed a motion to dismiss the lawsuit. On
October 10, 2012, the court granted the defendants’ motion to dismiss with leave to file an
amended complaint. On November 1, 2012, the plaintiff filed an amended complaint adding an
unjust enrichment claim and claims that the defendants violated Section 14(a) of the Exchange
Act and breached their fiduciary duties in connection with HP’s 2012 proxy statement. On
December 13, 14 and 17, 2012, the defendants moved to dismiss the amended complaint. On
December 28, 2012, the plaintiff moved for leave to file a third amended complaint. On May 6,
2013, the court denied the motion for leave to amend, granted the motions to dismiss with
prejudice and entered judgment in the defendants’ favor. On May 31, 2013, the plaintiff filed an
appeal with the United States Court of Appeals for the Ninth Circuit. The appeal has been fully
briefed, but a date has not yet been set for oral argument.
•A.J. Copeland v. L´ eo Apotheker, et al. (‘‘Copeland II’’) is a lawsuit filed on February 10, 2014 in
the United States District Court for the Northern District of California alleging, among other
things, that the defendants used their control over HP and its corporate suffrage process in
effectuating, directly participating in and/or aiding and abetting violations of Section 14(a) of the
Exchange Act and Rule 14a-9 promulgated thereunder, violations of Sections 10(b) and 20(a) of
the Exchange Act and Rule 10b-5 promulgated thereunder. The complaint asserts claims for
breach of fiduciary duty, waste of corporate assets, unjust enrichment, and breach of the duty of
candor. The claims arise out of the circumstances at HP relating to its 2013 and 2014 proxy
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