SAN JOSE, Calif. – Hewlett-Packard tried Tuesday to bring an end to the public boardroom brawl that has engulfed the storied Silicon Valley company, announcing the resignations of its chairman Patricia Dunn and another board member, and a promotion for Chief Executive Mark Hurd.
But the fallout from the scandal over HP’s boardroom investigation continued, with California’s attorney general saying Tuesday his office had enough evidence to charge people inside the company for criminal violations of the law.
“I think there’s sufficient evidence to indict people both in Hewlett Packard and outside vendors,” State Attorney General Bill Lockyer told the Mercury News.
The attorney general gave no names, job descriptions nor characterizations of the rank of the people inside HP who might be charged. But his statement implied that the probe by his office has uncovered HP involvement in the illegal gathering of the personal phone records of board members and nine journalists in HP’s investigation of boardroom leaks.
An HP spokesman said, “We are cooperating fully with the attorney general’s investigation.”
It took two emergency board meetings in two days, and intense negotiations among lawyers representing various people on and off the board involved in the furor. But early Tuesday, the company announced that Dunn, board chairman who initiated the controversial investigation of boardroom leaks, would step down in January. CEO Hurd will take over as chairman when she steps down.
HP board member George “Jay” Keyworth, a nuclear physicist and a former advisor to the Reagan administration, agreed to resign from the board. Keyworth, who was named by HP as a “leaker” clearly, won some concessions from HP as a result of stepping down. HP acknowledged in a statement Tuesday that Keyworth often had HP’s approval to make contacts with reporters.
The furor has built since HP acknowledged last week that the company had hired outside investigators to trace boardroom leaks, and those investigators had lied to obtain the personal phone records of board members and reporters without their knowledge.
The scandal became one of the most intriguing tales to rivet Silicon Valley and the corporate world since Walter Hewlett decided five years ago to fight with the company co-founded by his father in a proxy battle, a company still seen as one of America’s corporate icons.
The resignations and Hurd’s promotion are a step toward putting HP back on course, observers said, although many corporate governance experts would prefer an independent chairman. The company also named long-time director Dick Hackborn as lead independent director.
“It’s not quite “play nice in the sandbox,’ but they are all going to try and save face and do the best thing for the company,” said Jim Post, a professor at Boston University’s School of Management, who specializes in corporate governance.
Venture capitalist Tom Perkins, a board member who had resigned in May, emerged mostly victorious in his battle with Dunn over how she conducted an investigation into media leaks. During the investigation, handled by a third party, investigators obtained personal phone records of some HP directors and journalists.
Perkins had called for Dunn’s resignation before the board met Sunday. By Monday night, Dunn said she would give up her role as chairman. But Perkins did not get a total victory because Dunn stayed on the board as a director.
Hurd, who took over as CEO in April, 2005, was named to succeed Dunn as chairman in January. According to one source close to the situation, that was the biggest win for the Perkins camp, which wanted Hurd to ascend to the role of chairman.
Hurd also issued an apology to Perkins, who had expressed outrage over the investigation and wrote in a letter to the board that his phone records were “hacked.”
Once again, Silicon Valley’s prominent lawyer Larry Sonsini was behind the scenes, orchestrating the board negotiations, according to one source to the situation.
The board appeared torn apart by the events and needed time to reach a resolution. “That was probably negotiated,” said Rob Enderle, a principal with the Enderle Group in San Jose. “She probably said, “OK, I’ll step down if Keyworth steps down. If you are asking me to step down and I didn’t know anything . . . then the guy who violated the rules has to resign.”‘
A spokeswoman for Sonsini’s law firm, Wilson Sonsini Goodrich & Rosati, declined to comment on HP’s board negotiations. An HP spokesman also declined to comment on the board meetings.
But as many watching the situation noted, with a slew of investigations initiated by the California attorney general, the U.S. Attorney for the Northern District of California, the Federal Communications Commission, and the House of Representatives Committee on Energy and Commerce, the saga is far from over.
“Unfortunately for HP, the ethics story will continue to be top news until we have complete information about how pretexting came to be used,” said Kirk Hanson, a professor and director at Santa Clara University’s Markkula Center for Applied Ethics. “I think HP hopes the actions today will put this issue to rest. It won’t. It will simply encourage speculation about the degree of blame Pattie Dunn should bear.”
Lockyer, the attorney general, said there was still some uncertainty about the exact charges because there are “multiple laws” involved and his attorneys are still weighing which ones to list. “It’s impossible to say yet. We may know by tomorrow, but we don’t know yet,” Lockyer said.
Lockyer’s statement suggests that charges will be filed soon, and that the investigation has found that HP insiders either knew of the illegal gathering of the phone records of board members and nine journalists, or facilitated it in some way that broke the law.
Previously, Lockyer said that the way the phone records were obtained violated laws covering identity theft and illegal access to computer records without authority.
The AG’s office does not plan to bring the case to a grand jury, but rather will simply file charges against as-yet unnamed defendants.
With Dunn remaining chairman until January, she will continue to be the public face of the company during the investigations, including the potential for a congressional hearing on Capitol Hill. On Monday, the House Committee on Energy and Commerce asked for documents within one week.
“I don’t call it a resolution,” said Nell Minow, co founder and editor of The Corporate Library. “I call it a step forward. This isn’t going to be over until we get more answers to some of the questions we have.”
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