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Harvard Case - HP and Autonomy: Who's Accountable?

"HP and Autonomy: Who's Accountable?" Harvard business case study is written by Justin J. Hopkins, Gerry Yemen. It deals with the challenges in the field of Accounting. The case study is 16 page(s) long and it was first published on : Feb 27, 2018

This case study solution recommends a comprehensive investigation into the accounting irregularities at Autonomy, followed by a series of actions to address the root causes of the scandal and prevent similar occurrences in the future. This includes a thorough forensic accounting review, a restructuring of HP's M&A process, enhanced corporate governance practices, and a shift in organizational culture to prioritize ethical conduct and transparency.

2. Background

This case study revolves around the controversial acquisition of Autonomy by HP in 2011. The deal, valued at $11.1 billion, quickly soured when HP discovered significant accounting irregularities within Autonomy. These discrepancies resulted in HP writing down the value of Autonomy by $8.8 billion, leading to a major financial scandal and a subsequent legal battle. The key protagonists are:

  • Meg Whitman: CEO of HP at the time of the acquisition and subsequent accounting scandal.
  • Leo Apotheker: HP CEO who initiated the Autonomy acquisition.
  • Mike Lynch: Founder and CEO of Autonomy, accused of orchestrating the accounting fraud.

3. Analysis of the Case Study

This case study can be analyzed through the lens of corporate governance, financial reporting, and M&A due diligence.

Corporate Governance: HP's corporate governance practices were inadequate, leading to a lack of oversight and accountability. The board of directors failed to effectively scrutinize the Autonomy acquisition, relying heavily on management's representations without conducting sufficient due diligence. This lack of oversight allowed the accounting irregularities to go undetected.

Financial Reporting: Autonomy's financial statements were manipulated through a series of accounting maneuvers, including:

  • Revenue Recognition: Autonomy improperly recognized revenue from software licenses, inflating its financial performance.
  • Cost Allocation: Autonomy shifted costs to future periods, artificially inflating current profitability.
  • Asset Management: Autonomy overstated the value of its assets, particularly intellectual property.

M&A Due Diligence: HP's due diligence process was insufficient. The company failed to adequately investigate Autonomy's accounting practices and relied heavily on management representations. This lack of due diligence allowed the accounting irregularities to go unnoticed.

4. Recommendations

  1. Forensic Accounting Investigation: Conduct a thorough forensic accounting investigation to identify the extent of the accounting irregularities and hold those responsible accountable. This investigation should involve external auditors and legal experts to ensure objectivity and credibility.

  2. Restructure M&A Process: Implement a comprehensive overhaul of HP's M&A process, focusing on:

    • Enhanced Due Diligence: Conduct rigorous due diligence on all potential acquisition targets, including independent audits of financial statements and a review of internal controls.
    • Independent Valuation: Engage independent valuation experts to assess the fair market value of acquisition targets.
    • Board Oversight: Increase board oversight of M&A activities, ensuring a robust review process and independent assessment of potential deals.
  3. Strengthen Corporate Governance: Implement a series of measures to enhance corporate governance practices, including:

    • Independent Board: Ensure a strong and independent board of directors with diverse expertise and experience.
    • Audit Committee: Empower the audit committee with greater oversight of financial reporting and internal controls.
    • Whistleblower Protection: Establish a robust whistleblower protection program to encourage employees to report concerns without fear of retaliation.
  4. Culture of Ethics and Transparency: Foster a culture of ethical conduct and transparency throughout the organization. This includes:

    • Ethics Training: Implement mandatory ethics training for all employees, emphasizing the importance of ethical decision-making and compliance with accounting standards.
    • Code of Conduct: Develop a clear and comprehensive code of conduct that outlines ethical expectations and consequences for violations.
    • Performance Indicators: Align employee incentives with ethical behavior and long-term value creation, rather than short-term financial gains.

5. Basis of Recommendations

These recommendations are based on the following considerations:

  • Core Competencies and Consistency with Mission: These recommendations align with HP's core competencies in technology and innovation, while also promoting ethical conduct and long-term value creation.
  • External Customers and Internal Clients: By restoring trust and credibility, these recommendations will improve HP's relationships with external customers and internal clients.
  • Competitors: Strengthening corporate governance and financial reporting practices will make HP more competitive in the long run.
  • Attractiveness: These recommendations will enhance HP's long-term financial performance by improving its reputation, reducing risk, and creating a more sustainable business model.

6. Conclusion

The HP and Autonomy case study highlights the importance of robust corporate governance, ethical conduct, and thorough due diligence in M&A transactions. By implementing these recommendations, HP can regain the trust of its stakeholders, prevent future accounting scandals, and position itself for sustainable growth.

7. Discussion

Other alternatives not selected include:

  • Ignoring the accounting irregularities: This would have been a disastrous decision, leading to further financial losses and reputational damage.
  • Merely reprimanding those responsible: This would have been insufficient to address the root causes of the scandal and prevent similar occurrences in the future.

Key assumptions of these recommendations include:

  • Commitment from HP's leadership: The success of these recommendations depends on a strong commitment from HP's leadership to implement them effectively.
  • Cooperation from stakeholders: The investigation and implementation process will require cooperation from all stakeholders, including employees, auditors, and regulators.

8. Next Steps

  1. Immediate Action: Initiate the forensic accounting investigation within 30 days.
  2. Short-Term Implementation: Implement the restructured M&A process and enhanced corporate governance practices within six months.
  3. Long-Term Implementation: Develop and implement the culture of ethics and transparency program over a period of 12 months.

By taking these steps, HP can address the accounting irregularities at Autonomy, restore its reputation, and position itself for a more sustainable future.

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Case Description

Written using public sources, this case uses Hewlett-Packard's (HP) purchase of Autonomy Corporation (Autonomy) to analyze the accounting treatment for the acquisition and subsequent goodwill impairment. While the case focuses on the accounting for mergers and acquisitions, it also provides for a variety of other discussion topics such as the effect of managerial incentives and CEO succession on accounting outcomes, managerial "spin" on disclosure of bad news, strategy in changing institutional environments, and financial reporting limitations of new economy firms with heavy investments in intangible assets. The case opens during the fall of 2011 (when HP purchased Autonomy). Some analysts applauded the shift in strategy that the Autonomy purchase signaled for HP. Others were unsure how Autonomy's cloud computing software fit HP's businesses. From there, events at HP suggested a sense of division and frustration between HP leadership, the board, and Autonomy executives. The board replaced HP CEO Leo Apotheker with Meg Whitman. For the next few quarters, Autonomy missed expected results, and by May 2012, HP removed Autonomy's CEO Michael Lynch. Shortly after, HP announced an impairment charge of $8.8 billion related to the Autonomy acquisition, driving the company to report a loss for the year, the first in 10 years. The HP disclosure emphasized the Autonomy acquisition (which occurred prior to Whitman's tenure as CEO) and accused Lynch and Autonomy executives of cooking the books to inflate the purchase price. However, analysis of the financial statements and related footnote disclosures reveal that this $8.8 billion was less than half the $18 billion total impairment that HP recorded in 2012.

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