Wednesday, July 23, 2014
Inquirer Daily News

Morgan Lewis on both sides of HP disaster? UPDATE

Philly firm represents HP but also did Autonomy's deal work before $8.8 billion writeoff

Morgan Lewis on both sides of HP disaster? UPDATE

(Adds Morgan Lewis securities practice chief Sonnenfeld's explanation of why his firm sees no conflict.)

Philadelphia-based "Morgan, Lewis & Bockius, has been a go-to firm for Palo Alto-based Hewlett-Packard Co.," whose "company's current and former general counsel both hailed from Morgan Lewis, which receives a steady flow of HP's litigation and transactional work," writes Vanessa Blum at the California Recorder, a legal news outlet, here.

"So it's natural" HP has asked Morgan Lewis to help "deal with the fallout from its $11 billion acquisition of Autonomy, the British software company HP now accuses of cooking its books leading to devastating losses, the Recorder noted.

"But in 2011 during the ill-fated acquisition of Autonomy, Morgan Lewis did not represent HP, a valuable and long-time client. Instead, Morgan Lewis served as an adviser to Autonomy, helping secure approval of the deal from antitrust regulators. 

"That could raise a sticky set of conflicts," now that HP is trying to get back some of the $8.8 billion for the Autonomy deal that it's had to write down.

Marc Sonnenfeld, Philadelphia-based head of securities litigation at Morgan Lewis, is a natural choice to help HP recover some of its lost billions, the Recorder noted: "So far in 2012, Sonnenfeld knocked out two separate shareholder suits against HP in Delaware and California stemming from the company's $40 million severance package to outgoing CEO Mark Hurd and alleged bribes to Russian officials.  

"He also led the team that won dismissal of a securities class action related to HP's acquisition of Palm Inc. in 2010, though the case has been amended and refiled." 

UPDATE: No conflict here, Sonnenfeld told me: "Morgan Lewis's representation of Autonomy when it was acquired by HP was limited to the antitrust work, the Hart-Scott-Rodino clearances. The deal counsel was Slaughter & May, a UK firm. We did a cameo role, not the deal. It was in the interest of both HP and Autonomy to get the deal through the regulatory process." Morgan Lewis looked at market share, not finances, in that deal, he addded.

Also, "HP now owns Autonomy, so HP can decide" on any conflict. "We have a longstanding working relationship. That puts it in context. The adverse party wouldn't be Autonomy, but its former officers."

Joseph N. DiStefano
About this blog

PhillyDeals posts raw drafts and updates of Joseph N. DiStefano's columns and stories about Philly-area finance, investment, commercial real estate, tech, hiring and public spending, which he's been writing since 1989, mostly for the Philadelphia Inquirer.

DiStefano studied economics, history and a little engineering at Penn, taught writing at St. Joe's, and has written the book Comcasted, more than a thousand columns, and thousands of articles, and raised six children with his wife, who is a saint.

Reach Joseph N. at JoeD@phillynews.com or 215 854 5194.

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