DISTRICT COURT FINDS HP CODE OF CONDUCT “ASPIRATIONAL” IN OPINION DISMISSING SECURITIES FRAUD SUIT

Last month, a Northern District of California court dismissed a class action securities fraud lawsuit against Hewlett Packard Co. (“HP”) and its former CEO, Mark Hurd. Cement & Concrete Workers Dist. Council Pension Fund v. Hewlett Packard Co., No. 12-cv-041155-JST, 2013 U.S. Dist. LEXIS 112733 (N.D. Cal. Aug. 9, 2013). The First Amended Complaint had alleged, among other things, that HP and Hurd committed securities fraud by promulgating a new Standards of Business Conduct Brochure at a time when Hurd was knowingly violating a number of the Brochure’s ethical rules by having an inappropriate relationship with a consultant who received compensation without a legitimate business purpose. Id. at *7-8. HP’s stock dropped upon Hurd’s resignation after an internal investigation revealed Hurd’s relationship and his filing of inaccurate expense reports. Id. at *4-6. The court found the Brochure’s statements were not actionable misrepresentations because they were not material—corporate codes of conduct are “inherently aspirational,” “so general that a reasonable investor would not depend on [them] as a guarantee that [HP] would never take a step that might adversely affect its reputation.” See id. at *16-25. The court dismissed the Complaint with leave to replead, leaving open the question whether the conduct would support a claim for breach of fiduciary duty. Id. at  *18-19, 41.