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DEF. MURRIN’S NTC. OF MOT. AND MOT.
TO DISMISS; MPA ISO MOT. TO DISMISS CASE NO. 12-CV-5980 CRB
KEVIN P. MUCK (CSB No. 120918)
kmuck@fenwick.com
MARIE C. BAFUS (CSB No. 258417)
mbafus@fenwick.com
TAHIR I. GOLDEN (CSB No. 282948)
tgolden@fenwick.com
FENWICK & WEST LLP
555 California Street, 12th Floor
San Francisco, CA 94104
Telephone: (415) 875-2300
Facsimile: (415) 281-1350
Attorneys for Defendant James T. Murrin
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
IN RE HP SECURITIES LITIGATION,
This Document Relates To: All Actions
Case No. 11-CV-05980 CRB
CLASS ACTION
DEFENDANT JAMES T. MURRIN’S
MOTION TO DISMISS CONSOLIDATED
COMPLAINT; MEMORANDUM OF
POINTS AND AUTHORITIES IN
SUPPORT OF MOTION TO DISMISS
Date: November 8, 2013
Time: 10:00 a.m.
Place: Courtroom 6
Judge: The Honorable Charles R. Breyer
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TABLE OF CONTENTS
Page
NOTICE OF MOTION AND MOTION ......................................................................................... 1
ISSUE TO BE DECIDED ................................................................................................................ 1
POINTS AND AUTHORITIES ....................................................................................................... 2
I. INTRODUCTION ............................................................................................................... 2
II. STATEMENT OF FACTS .................................................................................................. 3
III. APPLICABLE LEGAL STANDARDS .............................................................................. 4
IV. THE COMPLAINT DOES NOT STATE A CLAIM FOR CONTROL PERSON
LIABILITY AGAINST MR. MURRIN .............................................................................. 5
V. CONCLUSION .................................................................................................................... 8
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TABLE OF AUTHORITIES
Page(s)
CASES
Cement Masons & Plasterers Joint Pension Fund v. Equinix, Inc.,
2013 WL 2931422 (N.D. Cal. June 13, 2013) .......................................................................... 4
Cho v. UCBH Holdings, Inc.,
890 F. Supp. 2d 1190 (N.D. Cal. 2012) .................................................................................... 7
City of Westland Police and Fire Ret. Sys. v. Sonic Solutions,
2009 WL 942182 (N.D. Cal. Apr. 6, 2009) .............................................................................. 7
Glenbrook Cap. Ltd. P’ship v. Kuo,
2009 WL 839289 (N.D. Cal. Mar. 30, 2009) ............................................................................ 5
Howard v. Everex Sys., Inc.,
228 F.3d 1057 (9th Cir. 2000) ....................................................................................... 4, 5, 6, 7
Howard v. Hui,
2001 WL 1159780 (N.D. Cal. Sept. 24, 2001) ......................................................................... 5
In re Atmel Corp. Deriv. Litig.,
2008 WL 2561957 (N.D. Cal. June 25, 2008) .......................................................................... 5
In re Downey Sec. Litig.,
2009 WL 2767670 (C.D. Cal. Aug. 21, 2009) ...................................................................... 6, 8
In re Gupta Corp. Sec Litig.,
900 F. Supp. 1217 (N.D. Cal. 1994) ......................................................................................... 6
In re Hansen Natural Corp. Sec. Litig.,
527 F. Supp. 2d 1142 (C.D. Cal. Oct. 16, 2007) ....................................................................... 7
In re Impac Mortg. Holdings, Inc. Sec. Litig.,
554 F. Supp. 2d 1083 (C.D. Cal. 2008) .................................................................................... 6
In re McKesson HBOC, Inc. Sec. Litig.,
126 F. Supp. 2d 1248 (N.D. Cal. 2000) ................................................................................ 6, 7
In re Metawave Commc’ns Corp. Sec. Litig.,
298 F. Supp. 2d 1056 (W.D. Wash. 2003) ................................................................................ 6
In re Oak Tech. Sec. Litig.,
1997 WL 448168 (N.D. Cal. Aug. 1, 1997) .............................................................................. 5
In re Petco Animal Supplies Inc. Sec. Litig.,
2006 WL 6829623 (S.D. Cal. Aug. 1, 2006) ............................................................................ 7
In re Ramp Networks, Inc. Sec. Litig.,
201 F. Supp. 2d 1051 (N.D. Cal. 2002) .................................................................................... 5
In re Silicon Storage Tech., Inc. Deriv. Litig.,
2009 WL 1974535 (N.D. Cal. July 7, 2009) ............................................................................. 4
In re Splash Tech. Holdings, Inc. Sec. Litig.,
2000 WL 1727405 (N.D. Cal. Sept. 29, 2000) ................................................................. 5, 7, 8
In re Toyota Motor Corp. Sec. Litig.,
2011 WL 2675395 (C.D. Cal. Jul. 7, 2011) .............................................................................. 7
Madden v. Cowen & Co.,
576 F.3d 957 (9th Cir. 2009) ..................................................................................................... 4
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Middlesex Ret. Sys. v. Quest Software, Inc.,
527 F. Supp. 2d 1164 (C.D. Cal. 2007) ................................................................................ 7, 8
Paracor Fin., Inc. v. General Elec. Capital Corp.,
96 F.3d 1151 (9th Cir. 1996) ................................................................................................. 6, 8
Red River Resources, Inc. v. Mariner Sys., Inc.,
2012 WL 2507517 (D. Ariz. June 29, 2012) ............................................................................ 6
Zucco Partners, LLC v. Digimarc Corp.,
552 F.3d 981 (9th Cir. 2009) ................................................................................................. 5, 7
STATUTES
Private Securities Litigation Reform Act of 1995
15 U.S.C. § 78u-4(b)(1)-(2) ...................................................................................................... 1
Securities Exchange Act of 1934
Section 10(b), 15 U.S.C. § 78j(b) .................................................................................... passim
Section 20(a), 15 U.S.C. § 78t(a) ..................................................................................... passim
RULES AND REGULATIONS
17 C.F.R. § 230.405 ........................................................................................................................ 5
Federal Rules of Civil Procedure
Rule 9(b) ........................................................................................................................... 1, 4, 5
Rule 12(b)(6) ............................................................................................................................. 1
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NOTICE OF MOTION AND MOTION
PLEASE TAKE NOTICE that on November 8, 2013, at 10:00 a.m. or as soon thereafter as
the matter may be heard, in the Courtroom of the Honorable Charles R. Breyer, located at the
United States District Court, 450 Golden Gate Avenue, San Francisco, California, defendant James
T. Murrin will and hereby does move the Court for an order dismissing the Consolidated
Complaint for Violation of the Federal Securities Laws (“Complaint” or “Compl.”) with prejudice.
Mr. Murrin asks the Court to dismiss the Complaint pursuant to Federal Rules of Civil
Procedure 12(b)(6) and 9(b) and the Private Securities Litigation Reform Act of 1995 (“PSLRA”),
on the grounds that the Complaint does not contain facts sufficient to state a claim against him for
violation of Section 20(a) of the Securities Exchange Act of 1934 (“1934 Act”).1 Mr. Murrin’s
motion is based upon: this Notice of Motion and Motion; the following Points and Authorities; the
pleadings and records on file in this action; the motions to dismiss and supporting papers filed by
other defendants; and on such further argument and materials as may be submitted to the Court.
In addition, Mr. Murrin hereby joins in the motion to dismiss filed separately by defendant
Hewlett-Packard Company (“HP” or the “Company”), and incorporates the arguments and
authorities set forth in HP’s moving papers, as well as the additional papers filed by HP in support
of its motion and the applicable arguments made by the other defendants in their moving papers.
ISSUE TO BE DECIDED
Whether the Complaint should be dismissed as to Mr. Murrin where:
a. Plaintiff does not suggest that Mr. Murrin himself engaged in any acts or conduct
giving rise to a claim under Section 10(b), and instead only asserts a claim against him as a
purported “control person” of HP under Section 20(a);
b. Plaintiff fails to allege, in conformity with the PSLRA, an underlying violation of
Section 10(b) by HP (or, for that matter, any other defendant); and
c. In any event, plaintiff fails to allege particularized facts showing that Mr. Murrin
possessed the power to control corporate actions, much less those actions alleged to constitute an
underlying violation of the 1934 Act by HP.
1 Unless otherwise specified, all statutory citations are to the 1934 Act.
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POINTS AND AUTHORITIES
I. INTRODUCTION
Plaintiff spends nearly 100 pages purporting to set forth the basis for its claims. As to Mr.
Murrin, however, the Complaint is most significant for what it fails to say. Plaintiff does not
allege that Mr. Murrin made any false statements, acted with scienter, or otherwise violated
Section 10(b). To the contrary, plaintiff disavows any such claim and stresses that Mr. Murrin is
sued solely as an alleged control person of HP under Section 20(a). Compl. ¶ 116.
Even as to that narrow theory of liability, the Complaint does not come close to alleging the
particularized facts necessary to state a claim. Not only is plaintiff unable to plead an underlying
violation of Section 10(b) by HP – a defect that, by itself, mandates dismissal of the control person
claim – there are no facts even arguably showing Mr. Murrin’s control over the Company. Indeed,
the Complaint contains virtually no reference to Mr. Murrin. Apart from being identified in
passing as a defendant (Compl. ¶ 3), the Complaint mentions him in just two paragraphs. Id. ¶¶
116, 179. The only “facts” alleged with respect to Mr. Murrin are that:
He has worked at HP for 24 years, was Senior Vice President, Controller and Principal
Accounting Officer from March 2007 to May 2012, and thereafter became Senior Vice
President and General Manager within HP’s Enterprise Services business (id. ¶ 116);
He was “listed as one of HP’s 15 top executives in [its] 2011 Annual Report,” and was
one of the persons who signed the Company’s 2011 Form 10-K (id. ¶¶ 116, 179); and
He “participated” – in some unspecified way – “in HP’s March 21, 2012 HP Annual
Meeting of Stockholders” (id. ¶ 116).
Nor does the Complaint aver that Mr. Murrin had any involvement in the events underlying
plaintiff’s Section 10(b) claim. There is no allegation that Mr. Murrin played any role in the
negotiations leading up to HP’s acquisition of Autonomy Corporation plc (“Autonomy”), was
involved in the due diligence, was aware of improper accounting by Autonomy (either before or
after the deal was completed), or had responsibility for HP’s ultimate decision to write down assets
acquired in connection with that transaction. In fact, the Complaint does not even purport to
describe any of Mr. Murrin’s duties, responsibilities or functions during the class period, resting
instead on cursory references to his job titles. Compl. ¶ 116. And, perhaps most notably, plaintiff
offers nothing to suggest that Mr. Murrin had the ability to control the statements allegedly giving
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rise to HP’s liability under Section 10(b) – which is hardly surprising, inasmuch as the Complaint
attributes those statements to HP executives who outranked him.
Put simply, plaintiff does not begin to allege the elements of a control person claim against
Mr. Murrin. His motion to dismiss should therefore be granted.
II. STATEMENT OF FACTS
Lead Plaintiff PGGM Vermogensbeheer B.V. (“plaintiff”) brings this action on behalf of
persons who acquired HP’s common stock between August 19, 2011 and November 20, 2012 (the
“class period”). Plaintiff claims that that HP’s stock price was inflated during the class period as a
result of alleged misstatements relating to the Company’s $11 billion acquisition of UK-based
Autonomy, which was completed in October 2011. See, e.g., Compl. ¶¶ 3, 4, 7, 90, 210-213. The
crux of the Complaint is the theory that Autonomy overstated its financial results by violating
governing accounting principles, HP should have discovered those issues during its due diligence,
and certain of HP’s financial results were rendered inaccurate as a result of Autonomy’s alleged
accounting improprieties. See, e.g., id. ¶¶ 7-8. Plaintiff avers that the “truth” was “partially
revealed” in August 2012, and then “fully” disclosed on November 20, 2012 when HP announced
it would be recognizing a non-cash goodwill and intangible asset impairment charge of $8.8 billion
relating to the Autonomy business. Id. ¶¶ 5, 214-218.
The relevant factual background pertaining to the Autonomy acquisition, HP’s integration
efforts, accounting issues and the ultimate write-down decision are discussed in HP’s separate
motion to dismiss (“HP Mot.”). In the interest of efficiency and economy, Mr. Murrin refers the
Court to HP’s discussion (see HP Mot. at 1-4), which is incorporated by reference.
With respect to Mr. Murrin, the relevant factual allegations are both sparse and innocuous.
The Complaint notes that Mr. Murrin has been employed by HP for 24 years and served in two
jobs during the class period: Senior Vice President, Controller and Principal Accounting Officer
(from March 2007 until May 1, 2012) and then Senior Vice President and General Manager within
HP’s Enterprise Services business. Compl. ¶ 116. Plaintiff further avers Mr. Murrin was “listed as
one of HP’s 15 top executives in [its] 2011 Annual Report,” and was one of a number of persons
who signed HP’s 2011 Form 10-K. Id. ¶¶ 116, 179. Plaintiff also asserts Mr. Murrin “participated
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in HP’s March 21, 2012 HP Annual Meeting of Stockholders,” but never explains what he did at
that meeting or why that cryptic assertion has any relevance. Id. ¶ 116. That is the sum total of
plaintiff’s allegations regarding Mr. Murrin. The Complaint says nothing about his actual day-to-
day duties and responsibilities during the class period, contains no allegations regarding his
interaction with other defendants, and does not identify any statement attributed to him.
Plaintiff alleges that HP and six current or former officers and directors are liable under
Section 10(b) for allegedly misleading statements made during the class period.2 Mr. Murrin,
however, is not alleged to have violated Section 10(b), and is “named solely as a control person”
of HP under Section 20(a). Compl. ¶ 116. The other individual defendants are also alleged to
have controlled HP within the meaning of Section 20(a). Id. ¶ 240.
III. APPLICABLE LEGAL STANDARDS
“Control person liability is secondary only and cannot exist in the absence of a primary
violation.” In re Silicon Storage Tech., Inc. Deriv. Litig., 2009 WL 1974535, at *11 (N.D. Cal.
July 7, 2009) (citations and quotations omitted). To plead a Section 20(a) claim, plaintiff must
allege: (1) an underlying violation of Section 10(b) by the purportedly “controlled” entity; and (2)
“that the defendant exercised actual power or control over the primary violator.” Id. (quoting
Howard v. Everex Sys., Inc., 228 F.3d 1057, 1065 (9th Cir. 2000)).
With respect to the first of these elements – an underlying violation of Section 10(b) –
plaintiff must comply not only with Fed. R. Civ. P. 9(b), but also with the stringent pleading
requirements of the PSLRA. Cement Masons & Plasterers Joint Pension Fund v. Equinix, Inc.,
2013 WL 2931422, at *5 (N.D. Cal. June 13, 2013). As discussed more fully in HP’s motion (HP
Mot. §§ I, II), the PSLRA contains numerous pleading requirements and other provisions designed
to “limit[] the potential liability of defendants” and “requir[e] plaintiffs . . . to surmount a number
of procedural hurdles.” Madden v. Cowen & Co., 576 F.3d 957, 964 (9th Cir. 2009).
The second element of a Section 20(a) claim – defendant’s exercise of “actual power or
2 Those individuals are: Leo Apotheker (HP’s former CEO); Margaret C. Whitman (HP’s current
CEO); Catherine A. Lesjak (HP’s CFO); Raymond J. Lane (a director and former Executive
Chairman of the Board); Shane V. Robison (former Executive Vice President and Chief Strategy
and Technology Officer); and Michael Lynch (Autonomy’s founder who served as HP’s Executive
Vice President of Information Management following the acquisition). Compl. ¶¶ 109-117.
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control over the primary violator” – is similarly subject to heightened pleading standards. As this
Court has held, plaintiff must “plead the circumstances of the control relationship with sufficient
particularity to satisfy rule 9(b).” Howard v. Hui, 2001 WL 1159780, at *4 (N.D. Cal. Sept. 24,
2001) (Breyer, J.). See also Glenbrook Cap. Ltd. P’ship v. Kuo, 2009 WL 839289, at *18 (N.D.
Cal. Mar. 30, 2009) (“Where a plaintiff asserts a Section 20(a) claim based on an underlying
violation of Section 10(b), the pleading requirements for both violations are the same”); In re
Atmel Corp. Deriv. Litig., 2008 WL 2561957, at *11 (N.D. Cal. June 25, 2008) (under the PSLRA,
plaintiffs are required to “plead the circumstances of the control relationship with particularity”).3
IV. THE COMPLAINT DOES NOT STATE A CLAIM FOR CONTROL PERSON
LIABILITY AGAINST MR. MURRIN
As discussed in HP’s motion, plaintiff does not allege any violation of Section 10(b) by the
Company. See HP Mot. §§ I, II. For that reason alone, there can be no Section 20(a) claim against
Mr. Murrin. Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981, 990 (9th Cir. 2009).
In addition, the Complaint fails to allege that Mr. Murrin “controlled” the Company with
respect to any statement that is even arguably actionable. For purposes of Section 20(a), the Ninth
Circuit has adopted the SEC’s definition of “control,” which requires “the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through ownership of voting securities, by contract, or otherwise.” Howard, 228 F.3d at
1065 n.9 (quoting 17 C.F.R. § 230.405). Under that definition, an individual’s status as a control
person involves “scrutiny of [his] participation in the day-to-day affairs of the corporation and [his]
power to control corporate actions.” Howard, 228 F.3d at 1065.
Plaintiff’s factual allegations regarding Mr. Murrin’s supposed control over HP are found
entirely in paragraph 116 of the Complaint, and consist of the following:
His corporate status: “James T. Murrin was Senior Vice President, Controller and
Principal Accounting Officer at HP from March 2007 to May 2012. On March 22,
2012, Murrin resigned his position … effective May 1, 2012, and accepted the
position of Senior Vice President and General Manager within HP’s Enterprise
Services business. Murrin, a 24-year veteran of HP, was listed as one of HP’s 15 top
3 See also In re Ramp Networks, Inc. Sec. Litig., 201 F. Supp. 2d 1051, 1063 (N.D. Cal. 2002); In
re Splash Tech. Holdings, Inc. Sec. Litig., 2000 WL 1727405, at *16 (N.D. Cal. Sept. 29, 2000); In
re Oak Tech. Sec. Litig., 1997 WL 448168, at *14-15 (N.D. Cal. Aug. 1, 1997).
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executives in the Company’s 2011 Annual Report.”
His signature on one document: “During the class period, Murrin signed and had
ultimate control and authority over HP’s 2011 Annual Report on Form 10-K.”
His attendance at one meeting: “Murrin also participated in HP’s March 21, 2012
Annual Meeting of Stockholders.”
These conclusory allegations do nothing to establish Mr. Murrin’s “participation in the day-to-day
affairs of the corporation” or his “power to control corporate actions.” Howard, 228 F.3d at 1065.
Plaintiff’s averments regarding Mr. Murrin’s status as an executive of HP are insufficient to
support a control person claim. Paracor Fin., Inc. v. General Elec. Capital Corp., 96 F.3d 1151,
1163 (9th Cir. 1996) (fact that a person is a high-ranking officer – even the CEO – does not create
a presumption that he or she is a “controlling person”). See also In re Gupta Corp. Sec Litig., 900
F. Supp. 1217, 1243 (N.D. Cal. 1994) (“[s]tatus alone is ordinarily insufficient to establish control
person liability”); Red River Resources, Inc. v. Mariner Sys., Inc., 2012 WL 2507517, at *9 (D.
Ariz. June 29, 2012) (dismissing Section 20(a) claim where plaintiff’s allegations of control person
liability consisted almost entirely of conclusory assertions regarding defendants’ executive
positions); In re Metawave Commc’ns Corp. Sec. Litig., 298 F. Supp. 2d 1056, 1091 (W.D. Wash.
2003) (“Liang’s titles of President of World Trade and Vice President for Worldwide operations do
not establish that Liang had control”). What is required – but what is missing from the Complaint
– are particularized facts showing that, in his various positions during the class period, Mr. Murrin
exercised actual control over HP and the alleged misstatements at issue. See In re Downey Sec.
Litig., 2009 WL 2767670, at *15 (C.D. Cal. Aug. 21, 2009) (dismissing Section 20(a) claim in
absence of particularized allegations showing defendants’ exercise of control); In re Impac Mortg.
Holdings, Inc. Sec. Litig., 554 F. Supp. 2d 1083, 1101 n.12 (C.D. Cal. 2008) (plaintiffs failed to
allege, “with particularity, that each Defendant possessed ‘a significant degree of day-to-day
operational control, amounting to the power to dictate another party’s conduct or operations’”)
(citing In re McKesson HBOC, Inc. Sec. Litig., 126 F. Supp. 2d 1248, 1277 (N.D. Cal. 2000)).
Plaintiff’s boilerplate assertions that the “Insider Defendants” were able “to control the
contents” of HP documents in unidentified ways, were “involved in HP’s day-to-day operations …
at the highest levels, and somehow had “access” to unspecified information (Compl. ¶ 119), do
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nothing to satisfy plaintiff’s pleading burden. Such generic and undifferentiated allegations are
insufficient to allege that Mr. Murrin is a control person with respect to any alleged misstatements.
City of Westland Police and Fire Ret. Sys. v. Sonic Solutions, 2009 WL 942182, at *11 (N.D. Cal.
Apr. 6, 2009) (dismissing Section 20(a) claims where they consisted solely of “bare legal
conclusions . . . devoid of any factual underpinnings); In re Hansen Natural Corp. Sec. Litig., 527
F. Supp. 2d 1142, 1163 (C.D. Cal. Oct. 16, 2007) (rejecting similar boilerplate allegations as
insufficient to establish control person liability); In re Petco Animal Supplies Inc. Sec. Litig., 2006
WL 6829623, at *31 (S.D. Cal. Aug. 1, 2006) (dismissing Section 20(a) claims where “ boilerplate
allegations of control … lack[ed] sufficient facts to apply the theory” to certain defendants).
Underscoring plaintiff’s pleading failure is the fact that the claim against HP is premised on
statements allegedly made by individuals with positions higher than Mr. Murrin’s. Compl. ¶¶ 109-
117. It defies logic to suggest Mr. Murrin had the ability to “control” his superiors. See Middlesex
Ret. Sys. v. Quest Software, Inc., 527 F. Supp. 2d 1164, 1194 (C.D. Cal. 2007) (“it is difficult for
the Court to determine how, as a Vice President, Garn was able to exercise control over the other
10b–5 Defendants when the other 10b–5 Defendants held positions of Vice President or higher”);
In re Toyota Motor Corp. Sec. Litig., 2011 WL 2675395, at *5 (C.D. Cal. Jul. 7, 2011) (dismissing
Section 20(a) claims where there was nothing in the complaint suggesting any actual supervisory
role over the individual defendants alleged to be speakers).4
Equally fruitless is the perfunctory assertion that Mr. Murrin signed HP’s Form 10-K for
fiscal 2011. Compl. ¶ 116. At the outset, plaintiff is unable to plead that any statement in the 10-K
is actionable (see HP Mot. §§ I, II), which dooms a Section 20(a) claim. Zucco, 552 F.3d at 990.
Apart from that, the Complaint offers no factual allegations regarding Mr. Murrin’s actual control
over the 10-K. While courts have held an officer’s signature on a document may be suggestive of
his ability to control the contents,5 plaintiff makes no allegations regarding Mr. Murrin’s role in the
4 See also McKesson, 126 F. Supp. 2d at 1277 (complaint failed to identify how defendants
controlled those who allegedly violated Section 10(b); the court also noted that certain defendants,
including the Chief Operating Officer, appeared to be too low-ranking to be control persons).
5 See, e.g., Howard, 228 F.3d at 1066; Cho v. UCBH Holdings, Inc., 890 F. Supp. 2d 1190, 1208
(N.D. Cal. 2012); Splash, 2000 WL 1727405, at *16.
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preparation of the 10-K or his ability to dictate what was actually said in that filing. See Splash,
2000 WL 1727405, at *16 (while director’s signature on registration statement and prospectus
“suggests the possibility of control,” the absence of specific factual allegations as to that defendant
meant that plaintiffs did not plead control adequately). Indeed, the absence of such allegations is
highlighted by the fact that plaintiff does not contend any statement in the 10-K supports a Section
10(b) claim against Mr. Murrin. And, in any event, a signature on the 10-K would do nothing to
demonstrate control over other alleged misstatements. See Paracor, 96 F.3d at 1163; Downey,
2009 WL 2767670, at *15.
Finally, the allegation that Mr. Murrin “participated” in HP’s March 21, 2012 shareholder
meeting (Compl. ¶ 116) is unavailing. Plaintiff furnishes no explanation regarding the nature or
significance of such “participat[ion].” Moreover, the Complaint identifies just one comment (by
Ms. Whitman) made at that meeting. Compl. ¶ 189. Not only does plaintiff fail to plead that the
comment was false or made with scienter, there is no hint that Mr. Murrin exercised control over
HP’s CEO – and any such suggestion would be illogical. See, e.g., Quest, 527 F. Supp. 2d at 1194.
V. CONCLUSION
For the foregoing reasons, the Complaint should be dismissed as to Mr. Murrin.
Dated: July 2, 2013
FENWICK & WEST LLP
By /s/ Kevin P. Muck
Kevin P. Muck
Attorneys for Defendant James T. Murrin
