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HP Settles Autonomy Shareholder Lawsuits

Among the settlement terms: New policies for evaluating acquisitions.

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As we told you was likely last week, computing giant Hewlett-Packard has settled a series of shareholder derivative lawsuits stemming from its 2011 acquisition of the British software firm Autonomy. The company announced the specifics late today.

Under the terms of the deal, which is still subject to approval by the relevant courts, lawyers for the plaintiffs will assist HP in any potential lawsuits the company may file against former Autonomy executives including founder and former CEO Mike Lynch and former CFO Shushovan Hussain. Talks leading to the settlement have been under way since February.

HP’s announcement spells out the results — but none of the details — of an internal investigation conducted by its board of the claims brought by the plaintiffs. That committee, HP says, found that the company has legitimate claims it can pursue against Lynch and Hussain and maybe others. HP hasn’t sued anyone yet, but it has referred the matter to regulatory agencies in the U.S. and the U.K.

HP has claimed since late 2012 that Autonomy executives engaged in accounting improprieties that had the effect of inflating the British company’s valuation ahead of is acquisition. HP paid about $11 billion for it, but later wrote down the value of the acquisition by about $5 billion as part of a larger $8 billion write-down announced in 2012. Lynch has continued to argue that he did nothing wrong.

The deal closes the book on three lawsuits, two filed in California courts and one filed in federal court. The shareholders group sued HP in 2012 in the U.S. District Court for the Northern District of California for allegedly misleading statements about the financial health of Autonomy. There are still several shareholder class action lawsuits pending that are unaffected by this settlement.

HP also said it’s in the process of adopting “enhancements” to its procedures for evaluating acquisitions. The timing of that statement is important because HP CEO Meg Whitman has signaled several times that she’s interested in making an acquisition sometime soon, one that would, given the history with Autonomy, be heavily scrutinized.

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