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Abstract
The Delaware Chancery Court has rejected challenges to the vote at which Hewlett-Packard (HP) shareholders approved issuing shares to carry out the company's proposed merger with Compaq Computer. The challenges came from Walter Hewlett, a dissident director of HP, who questioned the validity of the vote on two grounds: vote buying and improper disclosure. Although the court did not uphold either claim, the decision depended heavily on the evidence presented and the credibility of the witnesses. The legal significance of the case lies not in its ultimate decision, but in its elaboration of legal principles, especially with respect to vote buying. This could lead to successful challenges to voting in other cases if participants in a proxy contest are not careful.
