The suit was filed this week by Joseph Villari in Delaware Chancery Court. Villari wants the court to force EDS to auction itself off for a higher price.
HP agreed to acquire EDS earlier this month. The transaction, which values EDS at $25 per share, is expected to close in the second half of 2008. The $25 a share is a 32% premium over EDS's share price before HP's offer.
HP plans to create a new business unit that will house EDS's operations and be led by current EDS CEO Ron Rittenmeyer, who will report directly to HP CEO Mark Hurd. The new unit will go to market under the name "EDS -- an HP company."
In one stroke, the merger -- if it goes through as planned -- would create the world's second-largest IT and business services company, next to IBM. The combined services revenue for EDS and HP last year was $38 billion, compared with $54 billion for Big Blue.
HP's EDS unit would house 210,000 employees.
HP has struggled to grow its services business internally. Despite publicly stating its intention to become a leader in the outsourcing market and investing accordingly, the company often found itself in the position of also-ran against competitors like IBM, Accenture, and EDS itself when big deals were handed out.
With EDS in-house, HP would double its outsourcing business overnight while adding blue chip customers like American Airlines, Bank of America, and Royal Dutch Shell.
HP shares were up 0.84% to $46.91 in trading Thursday. EDS shares gained 0.45% to close at $24.49.