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‘Dead Man Walking’ as HP Disputes Burst Open in Autonomy Trial

Jonathan Browning
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‘Dead Man Walking’ as HP Disputes Burst Open in Autonomy Trial

(Bloomberg) -- Hewlett-Packard Co.’s board, riven with conflict, faced a "poisonous internal environment" on the eve of its announcement to acquire British software firm Autonomy.

A simmering dispute between executives burst into the open just as HP’s board wavered over whether to proceed with the $11-billion transaction, then-Chief Executive Officer Leo Apotheker said on the second day of his evidence in the civil case against Autonomy founder Mike Lynch.

HP is suing Lynch over claims he regularly inflated his company’s sales in an attempt to beat quarterly stock market expectations. The computing giant argues it was conned into overpaying for the British software firm and had to take a $8.8 billion writedown of the business just a year later.

Apotheker said he was furious with his chief financial officer, Cathie Lesjak, a veteran HP executive, who “blindsided” him with her last-minute opposition to the deal in August 2011. Lesjak told the board that while she supported the rationale for the deal, the transaction wasn’t the best way to put HP’s cash to work, he said.

Shortly before the meeting, Lesjak sent a private email to Chairman Raymond Lane that described Apotheker as "a dead man walking." She is scheduled to give evidence later in the nine-month trial at which HP accuses Lynch of defrauding the company. Lesjak didn’t immediately respond to a request seeking comment.

Apotheker said he would have postponed the software transaction if the board had wanted to do so. Instead, the members supported the deal, which was seen as a way to add a higher-margin business to help transform the computing giant.

"I happen to be of the school that believes that dissent is fine," he said.

After the meeting, Lane said that he told Apotheker that the board had begun to question his style.

“I said our confidence is shaken in the operational execution and in him and we want him to hear our sense but if he wants to go ahead, we support him,” Lane said in an email to the non-executive directors that signed off with “Fasten your seatbelts.”

Apotheker was fired in September 2011 before the Autonomy deal completed in November.

The CEO said he had earlier lost confidence in Lesjak’s forecasting of the business and had already decided to fire her. Lesjak stood to receive a $20 million severance package.

Apotheker, who led SAP AG before being recruited for the U.S. role, said Tuesday that HP was at a "critical point" when he joined in 2010. The Palo Alto, California-based company’s main hardware businesses were in decline, and the firm was reduced to competing on price, he said.

Lynch’s lawyer, Robert Miles, asked Apotheker whether he was aware that Lesjak told board members that he was "corrupting the company" and didn’t know what he was doing. He replied that he wasn’t.

In his letter to the directors, Lane said the board was "very concerned about how poorly this announcement will be perceived."

Investment banker Peter Weinberg, who advised Apotheker on the transaction, also struggled to understand the board dynamic even as he pushed for the deal, according to a series of emails disclosed to the court.

“We would go so far as to state the status quo is not a practical option, even if the market reaction is anticipated to be less positive," he said.

(Updates with Peter Weinberg email in last paragraph.)

To contact the reporter on this story: Jonathan Browning in London at jbrowning9@bloomberg.net

To contact the editors responsible for this story: Anthony Aarons at aaarons@bloomberg.net, Christopher Elser

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