The trial into alledged vote-buying by Hewlett Packard (HP) executives in its battle to persuade shareholders to backs its $19bn merger with Compaq opens tomorrow (Tuesday 23 April) and could hinge on one single conversation, the ruling judge has said.
It's a telephone conversation between HP boss Carly Fiorina and major shareholder Deutsche Asset Management, on the morning of March 19's shareholder vote.
The exchange may have been pivotal in swinging the opinion of the group's opposition to the merger and Judge William Chandler III will be seeking details.
HP has claimed a narrow victory on the vote, although opponents have forced a recount.
The Delaware judge also warned plantiffs led by Walter Hewlett that they faced an uphill struggle in proving that the company bought votes.
Hewlett is also relying on a controversial voicemail left by Fiorina in the week leading up to March 19 on chief financial officer Bob Wayman's phone, in which she says that "something extraordinary" may need to be done to bring Deutsche Asset Management onside.
Chandler said that the court should focus on the "protection of unsuspecting shareholders who are at risk of being defrauded or disenfranchised."
If Chandler finds for Hewlett he may throw out some votes cast, call for a fresh ballot or opt for another solution.
The initial vote was passed by just 2.8 per cent of the ballot cast, meaning that even if Chandler does throw out Deutsche Asset Management's votes, the merger would still be passed.
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