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Former Autonomy CFO Tries -- Again -- To Halt HP Shareholder Settlement

HP calls the latest filing the work of a "fertile imagination."


The former CFO of the British software company Autonomy sought for a second time to block the settlement of a shareholder derivative lawsuit stemming from the acquisition of that company by computing giant Hewlett-Packard.

In a court filing made public Thursday night (and which you can read below), Sushovan Hussain argued that with the proposed settlement, HP and its executives hope “never to answer for their mismanagement of the Autonomy acquisition and their own securities fraud.”

The filing is the latest step in the ongoing tangle of unfinished business from the $11 billion Autonomy deal in 2011. A year later, HP said it overpaid for the company to the tune of about $5 billion, alleging that Autonomy’s management had been cooking the books in order to over-inflate its value. HP went on to write down about $8.8 billion, of which about $5 billion and change, it said, was attributable to the decreased value of Autonomy.

The U.S. Department of Justice is still investigating HP’s accounting fraud allegations against Autonomy’s former executives. The U.K. Serious Fraud Office dropped its investigation last month.

Today was a court deadline for any objections to a proposed settlement in the shareholder derivative lawsuit between HP and a shareholders group which sued HP in 2012 in the U.S. District Court for the Northern District of California.

The shareholders accused HP of issuing misleading statements about the financial health of Autonomy. Terms of the early settlement deal, since rejected by U.S. District Judge Charles Breyer, proposed not only to drop claims against HP, its executives and directors including CEO Meg Whitman, and but also for law firms representing the shareholders to assist HP with any criminal charges that might result against former Autonomy execs including Hussain and the company’s former CEO Mike Lynch.

HP is on its fourth attempt to obtain approval from the judge for a settlement. The latest proposal includes terms that would basically bar anyone from suing HP over the Autonomy deal, a move which Hussain says amounts to a legal overreach and strips him of his legal rights.

This is Hussain’s third attempt to intervene in the case. In the latest filing he essentially revisits the same arguments he has made a few times before: That HP hasn’t fully accounted for the $5 billion writedown on Autonomy’s valuation and has so far documented only $8.5 million in questionable revenue.

He also says that most of the differences in valuation that HP attributes to fraud can be explained by differences in accounting standards in force in the U.S. and the U.K.

“As the parties’ settlement talks have dragged on, it has become increasingly clear that HP’s public explanations for its bungled Autonomy acquisition were themselves demonstrably false and misleading,” the filing reads. “HP’s own internal documents, as well as documents filed by HP in this proceeding, show that the writedown was actually based on differences between [U.S. and U.K.] accounting rules, accounting judgment calls, allegedly lost synergies, and HP’s diminished market capitalization—not fraud.”

HP responded in a statement from a spokeswoman: “Again, the fertile imagination of one of those responsible for this massive fraud is apparently still hard at work. HP remains committed to holding the architects of the Autonomy fraud accountable.” Previously it has said that once the criminal investigations are over it intends to sue Hussain and Lynch and possibly other former Autonomy executives in the U.K.

HP shares rose 1.5 percent to $38.52 a share on the New York Stock Exchange. The shares are up 34 percent since this time last year.

Here’s Hussain’s filing, in full.

2015.02.05 [#293] Hussain Response to Fourth Proposed Settlement

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