HP to Settle Derivative Litigation Arising from Autonomy Acquisition

PALO ALTO, Calif. June 30, 2014 — HP, Cotchett, Pitre & McCarthy, LLP, and Robbins Geller Rudman & Dowd LLP today announced they have reached an agreement to settle shareholder derivative litigation arising from the acquisition of Autonomy.  The settlement is subject to court approval.

Following HP’s announcement in November 2012 that Autonomy had engaged in accounting improprieties, misrepresentations and disclosure failures before HP acquired the company, lawsuits were filed against current and past HP directors, officers and advisors.

HP’s board appointed an independent committee of directors to evaluate the claims asserted in the derivative suits and related demand letters, including claims that HP could assert against Michael Lynch, Autonomy’s former chief executive officer; and Shushovan Hussain, Autonomy’s former chief financial officer. Based on the committee’s recommendations, the HP board concluded HP had claims against Lynch and Hussain, among others. The board also cleared HP’s present and former directors and officers (other than Lynch) of any wrongdoing.

HP met with lawyers for the shareholders in a mediation conducted by retired U.S. District Judge Vaughn R. Walker. The settlement announced today is a result of that mediation.

Under the terms of the settlement, HP and the lawyers for the plaintiffs in three suits have agreed:

  • Plaintiffs and their counsel at Cotchett, Pitre & McCarthy, LLP, and Robbins Geller Rudman & Dowd LLP will assist HP in bringing claims against Lynch, Hussain and potentially others.
  • All claims against current and former directors, officers and advisors of HP (other than legacy Autonomy officials and Autonomy’s advisors) related to or arising out of the Autonomy acquisition will be dismissed.
  • HP is in the process of adopting enhancements to policies and procedures in evaluating potential mergers and acquisitions that were developed with the assistance of plaintiffs and their lawyers.

The three lawsuits are In re Hewlett-Packard Company Shareholder Derivative Litigation, Case No. C-12-6003-CRB, which is pending in the U.S. District Court for the Northern District of California, as well as Gould v. Whitman, et al., Case No. 1:13-cv-250220 and Noel v. Whitman, et al., Case No. 1:13-cv-251346, both of which are pending in California Superior Court for Santa Clara County.