The HP-Autonomy acquisition ought to have a place in the tech-acquisition hall of shame, if not infamy. The most recent chapter in the long-running saga was just written this March, when the Autonomy founder Mike Lynch was acquitted of fraud in a US trial brought by Hewlett-Packard (HP). The verdict gives a big win to Lynch, raising important questions about how companies are bought and sold, the role of due diligence, and the nuances of corporate law.
At the core of the dispute were HP’s accusations against Lynch that he had inflated Autonomy’s revenue and profitability prior to HP’s $11.1 billion acquisition of the company in 2011. HP’s acquisition strategy appeared flawed when it later wrote off its investment in Autonomy by $8.8 billion, attributing much of the write-off to what HP called Autonomy’s fraudulent financial reporting.
In a strong defence, Lynch’s legal team argued that HP executives were fully aware of Autonomy’s accounting procedures and had decided to go ahead with the acquisition anyway, despite any warning signs; and that HP’s allegations were an attempt to divert attention from its own mismanagement of the deal and its aftermath.
The verdict will be a sharp rebuke for HP, which had hoped the prosecution might allow it to apportion a slice of its disastrous £8.8 billion write-down and associated strategic failure to Lynch and Autonomy – whose collapse triggered that write-down. Once the verdict is delivered, HP might be forced to face its shareholders and the market with explanations as to why it is still ‘fighting’ over potentially fraudulent terms that were, by law, signed and legally binding when agreed three years ago.
The case highlights the perils and liabilities of large corporate acquisitions in shining light on the far-reaching importance of due diligence, and the perils of late, post-acquisition integration. It’s a salutary warning to US tech giants in particular that acquisition targets must be vetted for their corporate culture, as well as for their financial performance, and ability to merge with the acquirer.
That setback notwithstanding, HP’s lawsuit against Lynch is not over. The company is pursuing a civil case in which it seeks $5 billion in damages from Lynch. Next year, the tech world can expect another rancorous round of testimony in court – including, one suspects, the finer points of corporate valuations, internal acquisitions, and the tricky zone between aggressive accounting and fraud.
The HP-Autonomy fiasco points up the urgent need to have regulators monitor and potentially intervene in mega-mergers to protect the interests of shareholders and other stakeholders. The deal itself represents a broader narrative in corporate governance – what happens when executive decisions go wrong, and what the implications are for those that ride along.
As ‘HP’ (for Hewlett-Packard), it was an icon of technological innovation, always moving the limits and pioneering in the field as the king of Silicon Valley. After at one stage being the world’s leading information technology company and having stocked up a fortune for its CEO Hurd, the Autonomy acquisition and the subsequent controversy over the allegedly fraudulent purchase is the latest blemish on HP’s long history.
As for HP, despite the publicity of the Autonomy deal, it remains a significant force in the tech industry; a company with a brand associated with quality, innovation and ethical conduct. Justice Warsaw’s decision is likely to have an impact on HP’s policy towards future acquisitions and, more generally, its corporate culture.
In sum, the HP-Autonomy drama, framed by this latest verdict, reveals how modern corporate acquisitions, executive responsibility and the legal ballet of holding individuals accountable often play like...
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