Decoding The Import Of A Company’s Code Of Ethics

February 06, 2017

William Sullivan, Scott Carlton, Ryan Walsh and Bryant Lin

In Retail Wholesale & Department Store Union Local 228 Retirement Fund v. Hewlett-Packard Co., the plaintiffs alleged that Hewlett-Packard and a high-ranking corporate officer committed securities fraud by promoting its corporate code of ethics, while the officer was allegedly not personally compliant with the code. The district court dismissed the complaint, holding that the complaint failed to plead that the defendants made a material misstatement or omission, which is required to establish a violation of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. On Jan. 19, 2017, the Ninth Circuit affirmed the district court’s dismissal of the case.

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This article originally appeared in Law360.