HP 2015 Annual Report Download - page 177

Table of Contents
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
California alleging, among other things, that from August 19, 2011 to November 20, 2012, the defendants violated Sections 10(b) and 20(a) of
the Exchange Act by concealing material information and making false statements related to HP's acquisition of Autonomy and the financial
performance of HP's enterprise services business. On May 3, 2013, the lead plaintiff filed a consolidated complaint alleging that, during that
same period, all of the defendants violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5(b) by concealing material
information and making false statements related to HP's acquisition of Autonomy and that certain defendants violated SEC Rule 10b-5(a) and
(c) by engaging in a "scheme" to defraud investors. On July 2, 2013, HP filed a motion to dismiss the lawsuit. On November 26, 2013, the court
granted in part and denied in part HP's motion to dismiss, allowing claims to proceed against HP and Margaret C. Whitman based on alleged
statements and/or omissions made on or after May 23, 2012. The court dismissed all of the plaintiff's claims that were based on alleged
statements and/or omissions made between August 19, 2011 and May 22, 2012. The lead plaintiff filed a motion for class certification on
November 4, 2014 and, on December 15, 2014, the defendants filed their opposition to the motion. On June 9, 2015, HP entered into a
settlement agreement with the lead plaintiff in the consolidated securities class action. Under the terms of the settlement, HP, through its
insurers, will contribute $100 million to a settlement fund that will be used to compensate persons who purchased HP's shares during the
period from August 19, 2011 through November 20, 2012. No individual is contributing to the settlement. HP and its current and former
officers, directors, and advisors will be released from any Autonomy-related securities claims as part of the settlement. On July 17, 2015, the
court granted preliminary approval to the settlement. On November 13, 2015, the court granted final approval to the settlement.
• (the "Federal Court Derivative Action") consists of seven consolidated lawsuits filed
beginning on November 26, 2012 in the United States District Court for the Northern District of California alleging, among other things, that
the defendants violated Sections 10(b) and 20(a) of the Exchange Act by concealing material information and making false statements related
to HP's acquisition of Autonomy and the financial performance of HP's enterprise services business. The lawsuits also allege that the
defendants breached their fiduciary duties, wasted corporate assets and were unjustly enriched in connection with HP's acquisition of
Autonomy and by causing HP to repurchase its own stock at allegedly inflated prices between August 2011 and October 2012. One lawsuit
further alleges that certain individual defendants engaged in or assisted insider trading and thereby breached their fiduciary duties, were
unjustly enriched and violated Sections 25402 and 25403 of the California Corporations Code. On May 3, 2013, the lead plaintiff filed a
consolidated complaint alleging, among other things, that the defendants concealed material information and made false statements related to
HP's acquisition of Autonomy and Autonomy's Intelligent Data Operating Layer technology and thereby violated Sections 10(b) and 20(a) of
the Exchange Act, breached their fiduciary duties, engaged in "abuse of control" over HP, corporate waste and were unjustly enriched. The
litigation was stayed until June 2014. The lead plaintiff filed a stipulation of proposed settlement on June 30, 2014. The court declined to
grant preliminary approval to this settlement, and, on December 19, 2014, also declined to grant preliminary approval to a revised version of
the settlement. On January 22, 2015, the lead plaintiff moved for preliminary approval of a further revised version of the settlement. On
March 13, 2015, the court issued an order granting preliminary approval to the settlement. On July 24, 2015, the court held a hearing to
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Source: HP INC, 10-K, December 16, 2015 Powered by Morningstar® Document Research℠
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