No surprise. The first derivative suit against HP
and its board of directors was filed in the Central District of California.
Here's the complaint: Espinoza
v. Leo Apotheker et al. It was filed on Wednesday - before Apotheker
was fired. So it's more concerned with Apotheker's recent moves than it is with
the board's firing of Apotheker. Of course, there's no reference to the
revelation that the board may have hired Apotheker without actually meeting
him. Look for this complaint to be amended to account for these recent
events and revelations. As it is, the complaint alleges violations of
fiduciary duties by the directors -- essentially that they were reckless in
their pursuit of the corporate strategy. The complaint also makes various
allegations of securities law violations. The essence of the complaint is
that for almost a year the CEO and the board we are all very optimistic about
webOS as the center of the corporate strategy. Then, the board
turned on a dime. If the strategy was so bad, why did the board pursue it
for so long? Anyway, we'll see. While this is the first suit
through the door, I doubt it will be the last.
In related news, new HP CEO Meg Whitman is off to a great
start. Yesterday, Bloomberg reported:
"It does not signal a change in the strategy," Whitman
said yesterday of her appointment. "We are behind the actions that were taken
on Aug. 18. We are firmly committed to Autonomy."
Presumably that includes sale of the PC business and
moving what's left of H-P to some more akin to SAP, Oracle or IBM.
Anyway, today CNBC
is reporting that her excutive chairman Ray Lane said, "We have no
intention of getting out of the PC business." Seems like they are
still a little confused.
Update: Tom Hals at Reuters
has a nice piece on the prospects for a suit against H-P's board:
Hewlett-Packard's board certainly has plenty of critics.
The board could be most vulnerable to claims that it did not properly vet
Apotheker. Reuters reported that the full board did not meet with Apotheker
before hiring him.
But Delaware, where Hewlett-Packard is incorporated,
protects directors from being liable for poor decisions so long as they can
prove they were not consciously trying to harm the business.
That's a pretty high bar. Even not bothering to
meet the CEO before hiring him may not be enough to clear that.
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