The brief was filed Friday, in lieu of a closing argument in Hewlett's lawsuit against HP, but a version was not made public until Monday, after confidential information was edited from the 73-page document. HP filed a brief of its own Friday, arguing that Hewlett failed to prove his claims and asking the court for "public vindication" of CEO Carly Fiorina and CFO Bob Wayman.
Hewlett's lawyers wrote that "in the end the facts are pretty plain. The stockholder vote on the merger was neither free nor fair. The vote was tainted by material misrepresentations and omissions as well as a misuse of corporate patronage and should be set aside by this Court."
The Delaware judge hearing the lawsuit has said he will rule shortly. HP has said that assuming it prevails in the lawsuit and an ongoing recount of the votes, it hopes to close the Compaq deal May 7.
In the court papers, Hewlett argues HP was publicly stating certain merger goals, while another picture was shaping up inside the company.
"Although Ms. Fiorina and Mr. Wayman were broadcasting to stockholders across the United states that...the financial goals for the combined company were 'conservative' and fully supported by the new company's 200 most senior managers, those assertions were materially misleading," Hewlett's lawyers argue in the brief.
The document also argues that Hewlett made his case for the vote-buying claim, using largely circumstantial evidence including Fiorina's comments in a telephone briefing with Deutsche Bank as well as a leaked voice mail from Fiorina to Wayman in which Fiorina says the company might have to "do something extraordinary" to get the vote of Deutsche as well as of another shareholder.
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