HP to settle investor lawsuits from Autonomy takeover

HEWLETT-Packard (HP) agreed to settle investor lawsuits over its acquisition of Autonomy Corp, which led to an $8.8bn write-down in 2012, a person familiar with the matter said.

Under the accord, which will be announced today, the computer maker and the investors agreed to jointly pursue claims against Autonomy cofounder Michael Lynch, said the person, who asked not to be identified because the matter was not public. HP said it was still negotiating.

“HP is in serious discussions to settle the shareholder derivative litigation related to Autonomy, but no final deal has been reached yet,” the Californiabased company said in a statement.

HPbegan talks as early as February with shareholders’ lawyers on how to proceed with so-called derivative suits filed on the company’s behalf. Investors allege that the company, its board and executives including CEO Meg Whitman ignored warnings about accounting irregularities at Autonomy and failed to properly vet the British software maker’s finances before the $10.3bn acquisition in 2011.

“We continue to reject HP’s allegations and note that over recent months a number of documents have emerged that prove Meg Whitman misled her shareholders,” said a spokesman for Autonomy’s management team in a statement.

Securities lawyers have said Mr Lynch, who shareholders allege made $800m from the sale of Autonomy, may be an attractive target for a revised lawsuit.

“It’s unusual to join forces in this way, so this is an interesting devel- opment,” said a law professor at Duke University, Deborah DeMott, referring to the plaintiffs working with HP to pursue Mr Lynch.

DeMott said Autonomy’s statement about Ms Whitman is “not inconsistent with the shareholders’ claims that Lynch misled HP.” It’s unlikely that Autonomy’s response would work as a defence for Mr Lynch if his statements

Documents have emerged that prove Meg Whitman misled her shareholders, says an Autonomy spokesman

are found to amount to fraud, Ms DeMott said.

“Tort law generally recognises that more than one actor may be at fault or responsible for a victim’s losses,” she said. Autonomy’s statement seems to “imply that if Whitman made misleading statements, that somehow exonerates Lynch,” she said. “I disagree.”

HP’s acquisition of Autonomy was engineered by its previous CEO, Leo Apotheker, who was also named as a defendant in one of the suits to be settled.

Mr Apotheker received $7.2m in severance when he was ousted in 2011 after cutting sales forecasts three times and making strategy shifts that blindsided investors.

“Mr Apotheker has maintained all along that he acted with integrity, good faith and in partnership with the HP board on the Autonomy acquisition,” his spokeswoman, Alexandra LaManna, said in an e-mailed statement.

The settlement will resolve one shareholder suit in federal court in San Francisco and two cases filed in state court, the person said. Other shareholder suits related to the acquisition of Autonomy remain unresolved. The complaints were filed after HP said it was writing down Autonomy’s value. More than $5bn of the write-down resulted from Autonomy’s accounting practices, HP said.

HP shares fell to a 10-year low and the company lost about $3bn in market value on November 20 2012, the day it announced the charge.

The federal shareholder lawsuit is In re Hewlett Packard Shareholder Derivative Litigation, 12-cv-06003, US District Court, Northern District of California (San Francisco).