Another Music In A Different Kitchen.
Autonomy. We knew what it was then, and we still do. Some people pervert the concept.
(For you youngsters, research "Buzzcocks" ... you might learn something.)
[Yes, I know, the irony is palpable ...]
Hewlett-Packard seems poised to settle a lawsuit with shareholders over its $10.7bn purchase of Mike Lynch’s software company, Autonomy. The computer company said in a statement that it is in “serious discussions” to settle the suit, brought in November 2012 by angry shareholders. “No final deal has been reached yet,” HP said …
You are confusing the roles of the auditor and the financial due diligence team.
The auditor reports on whether the accounts show a "true and fair" view of what happened. They do not report on:
- whether what happened is likely to continue into the future; and
- whether what happened was actually a good business proposition (you can make the dumbest deals in the history of the world and still have a "clean" audit report).
Specifically: the allegation that Autonomy inflated its sales by reporting hardware transactions. Provided that the transactions occurred, even if at nil margin, they are arguably sales of the business and could be reported as such.
The firm doing the due diligence, however, should have picked this up and highlighted it to HP. Whether they did, and whether the right person in HP was reviewing their reports, will eventually be unearthed in the courts
The firm doing the due diligence,
As someone who has done some due diligence, in well governed companies, it is not done by firms. It is done by an in-house team. That team may call in external consultants (especially for bigger deals), but the "command" is always internal and the final report is always authored and signed by an internal people. They are the ones responsible for presenting the deal to the directors and the board. Not a "firm".
If the due diligence was done by a "firm" and not by internal people, HP got whatever Christmas it deserved and so did its shareholders. Out of all possible examples of bad governance this is probably the worst - entrusting your acquisitions to whalesong peddlars.
One, they may no longer be shareholders in the company, and they may feel that they were LIED TO, and suffered a loss when they dumped their stock. Now they want someone to pay.
Two, the company most likely has D&O (directors and officers) insurance that "protects" the owners (stockholders) from acts of the directors and officers; and suing the company is the only way to get the D&O insurance to 'pay out'.
Third, they just might be doing it for shits and giggles.