Laffen v. Hewlett-Packard Co., 010918 FED9, 15-16360

Docket Nº:15-16360
Party Name:MIKE LAFFEN; KARYN LUSTIG KEELAN; PAUL HIGGINS, on behalf of themselves and all others similarly situated, Plaintiffs-Appellants, v. HEWLETT-PACKARD COMPANY; HEWLETT-PACKARD COMPANY 401(K) PLAN; CATHERINE A. LESJAK; JOHN N. MCMULLEN; JAMES T. MURRIN; MARC A. LEVINE, Defendants-Appellees.
Judge Panel:Before: McKEOWN and MURGUIA, Circuit Judges, and RUFE, District Judge.
Case Date:January 09, 2018
Court:United States Courts of Appeals, Court of Appeals for the Ninth Circuit
 
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MIKE LAFFEN; KARYN LUSTIG KEELAN; PAUL HIGGINS, on behalf of themselves and all others similarly situated, Plaintiffs-Appellants,

v.

HEWLETT-PACKARD COMPANY; HEWLETT-PACKARD COMPANY 401(K) PLAN; CATHERINE A. LESJAK; JOHN N. MCMULLEN; JAMES T. MURRIN; MARC A. LEVINE, Defendants-Appellees.

No. 15-16360

United States Court of Appeals, Ninth Circuit

January 9, 2018

NOT FOR PUBLICATION

Argued and Submitted May 15, 2017 San Francisco, California

Appeal from the United States District Court No. 3:12-cv-06199-CRB for the Northern District of California Charles R. Breyer, District Judge, Presiding

Before: McKEOWN and MURGUIA, Circuit Judges, and RUFE, [**] District Judge.

MEMORANDUM [*]

This appeal arises out of Hewlett-Packard Company's ("HP") failed acquisition of Autonomy Corporation Plc ("Autonomy"), a British software company. Plaintiffs-Appellants Mike Laffen, Karyn Lustig Keelan, and Paul Higgins (collectively "Laffen") initiated this class action on behalf of current and former HP employees who participated in HP's 401(k) Savings Plan (the "Plan") and whose accounts purchased or held HP Common Stock Fund at any time between October 3, 2011 and November 21, 2012. Defendants-Appellees-who are the Plan's fiduciaries-allegedly breached their fiduciary duties by permitting the Plan and Plan participants to purchase and hold HP common stock when the stock was artificially inflated and was an imprudent investment for the Plan, purportedly in violation of section 404(a) of the Employee Retirement Income Security Act, 29 U.S.C. § 1104(a) ("ERISA"). Laffen appeals from the district court's dismissal, with prejudice, of the Second Amended Complaint ("SAC"). We have jurisdiction pursuant to 28 U.S.C. § 1291, and we affirm.

1. We assume all factual allegations in the complaint are true and view them in the light most favorable to Laffen. Skilstaf, Inc. v. CVS Caremark Corp., 669 F.3d 1005, 1014 (9th Cir. 2012). Laffen maintains that HP acquired Autonomy without doing almost any due diligence. Shortly after the acquisition, Laffen asserts that HP: (1) learned about Autonomy's accounting practices which inflated the company's revenues; (2) realized...

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