Hewlett-Packard Wins Significant Delaware Supreme Court Ruling
On November 21, 2011, in a significant decision protecting the confidentiality of internal corporate investigations, the Delaware Supreme Court affirmed the Court of Chancery's judgment in Ernesto Espinoza vs. Hewlett-Packard Company. Wilson Sonsini Goodrich & Rosati represented Hewlett-Packard in the matter.
On March 28, 2011, Vice Chancellor Donald F. Parsons entered a judgment terminating a shareholder "books and records" action seeking a confidential report prepared by Hewlett-Packard's outside counsel during the course of an internal investigation. The investigation concerned allegations leveled against Hewlett-Packard and its former chairman and CEO, Mark Hurd, by an independent contractor. The shareholder argued that the report was necessary to his investigation of whether the Hewlett-Packard board of directors had breached its fiduciary duties in deciding to allow Mr. Hurd to resign and receive certain severance benefits instead of firing Mr. Hurd "for cause." Vice Chancellor Parsons rejected the plaintiff's argument that he had shown sufficient need for the report to overcome the attorney-client privilege and work-product doctrine, as well as his argument that the company had waived either of those protections.
For more information, please refer to the Delaware Supreme Court's decision.