back to article Autonomy's financial reports? I didn't even read KPMG's due-diligence, says ex-HP CEO Léo Apotheker

Ex-HP CEO Léo Apotheker had not read any of KPMG's due-diligence reports on Autonomy ahead of his company's $11bn acquisition of the British software maker, he told London’s High Court on Tuesday. Under cross-examination from barrister Robert Miles QC, acting for former Autonomy CEO Mike Lynch, Apotheker painted a grim picture …

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  1. James Anderson

    Sticking it to his old bosses?

    Looks more and more like Leo is subtly undermining HPs case.

    He is actually saying "it would have worked OK if they had not fired me"

    As most of the alleged fraud was known by the CFO among others the worst

    Lynch can be accused of is overhyping the company.

    1. BebopWeBop Silver badge
      Happy

      Re: Sticking it to his old bosses?

      Lynch might not be an admirable individual, but HP's behaviour appears to verge on the malicious. Get the popcorn in for the expected slew of investor law actions.

      1. JassMan Silver badge

        Re: Sticking it to his old bosses?

        Almost totally agree. Apotheker has already given enough evidence to have the case shut down and thrown out. If Autonomy didn't actually hide anything from KPMG and Apotheker didn't even bother to read their report after being forwarned of problems by his own CFO, any statements made by Lynch should have been treated as "advertising fluff" (surprisingly a legal term in UK law). I.e. hyperbole to be treated not just a pinch of salt but a tonne.

        If HP want to sue someone it is Apotheker himself for not just being gullible but criminally negligent in his duties.

        1. Doctor Syntax Silver badge

          Re: Sticking it to his old bosses?

          any statements made by Lynch should have been treated as "advertising fluff"

          Or the starting point for an expected haggle. If the buyer didn't haggle it should be their problem.

    2. LDS Silver badge

      Re: Sticking it to his old bosses?

      I think HP(E) could try to assert that yes, they've been deceived, but all the faults for taking the bait were up to a CEO they fired and his consultants, so the board is actually clean and shareholders shoudn't sue them... because I believe that if HP(E) wins someone else could want some of those money...

      The fact that KPMG didn't find anything worrysome may be because they didn't their work properly, or Autonomy hid the troubles well - that's up to the court to find. From one of the old ElReg articlees:

      "HP's CEO said that a top executive within Autonomy had shown HP where to look in uncovering the true situation: which was not picked up by KPMG, hired by HP as part of its due diligence during the Autonomy deal to audit the company's books (put together by Deloitte)"

      1. Doctor Syntax Silver badge

        Re: Sticking it to his old bosses?

        "KPMG didn't find anything worrysome"

        If they didn't get to put in a final report we don't know what they found and neither did Apotheker nor anyone else at HP unless they were tipped off unofficially.

      2. Anonymous Coward
        Anonymous Coward

        Re: Sticking it to his old bosses?

        Didn't a previous report state that KPMG were given limited time for their assessment? I can understand that someone wants to limit the amount of fees that KPMG is trying to drag out of this deal, but you do that by setting boundaries so you contain the risk in doing so. All that has happened now is that KPMG has ended up with a golden get-out-of-jail card for failed due diligence*.

        * Not that I fully believe that, differences of that magnitude tend to show in multiple ways

      3. CrazyOldCatMan Silver badge

        Re: Sticking it to his old bosses?

        KPMG didn't find anything worrysome may be because they didn't their work properly

        Wouldn't be the first time and sure as hell won't be the last..

    3. Doctor Syntax Silver badge

      Re: Sticking it to his old bosses?

      "Looks more and more like Leo is subtly undermining HPs case."

      Intentionally or not he seems to be making sure Lynch doesn't sue him.

    4. circusmole

      It seems to me that...

      ...he said to himself "Result, got the top job at HP, now I can sit back, put my feet up, rake in the cash and do fcuk all. If anything goes titsup I can always blame some other stupid b'stard"

      1. David 164 Bronze badge

        Re: It seems to me that...

        An the system, he can blame the system, it wasn't my fault gov it was the system fault and the underlings not turning any of the lights amber or red.

  2. JLV Silver badge

    and this is the kind of genius CEO who, in large public companies, is remunerated 200-300 times the median wage in the company?

    Only this time he effed it up enough to showcase the Peter Principle?

    I am far from a lefty and I believe in free markets and fairness. This class of free-riding parasites, who handpick their pet remuneration committees disgusts me. All bonus upsides, never downsides. Remember Citigroup and their bailout-funded bonuses? Or Gini’s reward for her slow scuttle?

    Say what you want about Larry and his boats, at least he founded the company.

    What needs to happen is real teeth to shareholder-led pay scrutiny. And serious societal pressure and/or taxation to stop unjustified pay.

    1. LDS Silver badge

      "What needs to happen is real teeth to shareholder-led pay scrutiny"

      Most of the time, shareholders are part of the problem. They are only interested their shares price is kept high, and dividends paid. How - they too often don't care. Just look at the recent huge buy-backs. Any CEO that aims at that is OK for them - and if he CEO can sell the company at a premium price the better.

      What is sinking Western capitalism is exactly the "maximize shareholder value" mantra that became a religious belief in the past forty years.

      1. Doctor Syntax Silver badge

        Re: "What needs to happen is real teeth to shareholder-led pay scrutiny"

        "maximize shareholder value"

        It's not so much maximising shareholder value that's the problem, it's maximising short-term value.

      2. asdf Silver badge

        Re: "What needs to happen is real teeth to shareholder-led pay scrutiny"

        >the "maximize shareholder value" mantra

        Another turd stain left by Jack Welch. Got all the dumb proles to believe that executives only have a duty to short term share price and not to long term growth of the business.

    2. H in The Hague Silver badge

      "I am far from a lefty and I believe in free markets and fairness."

      Hear, hear! I also believe in the market economy (but am keenly aware that it is far from perfect) and I get v annoyed with these cronycapitalists who give capitalism a bad name.

      1. JLV Silver badge

        seems worthwhile to remind folk what Leo’s 11 month tenure and $8B fail got him, or was supposed to (details are murky): $25M

        https://money.cnn.com/2011/09/22/technology/hp_leo_apotheker_severance/index.htm

        nice job if you can get it

  3. Nick Kew Silver badge

    Delegating

    Nothing wrong with delegating his due diligence to people employed (or contracted, in the case of KPMG) for their expertise in such things. If indeed that's what happened.

    If that decision went wrong, he's responsible (and he did get the boot), but surely then he himself is of very marginal relevance as a witness. I take it we're due to hear from those to whom due diligence was delegated?

    1. yoganmahew

      Re: Delegating

      Unfortunately he delegated to the wrong people, as companies almost always do when doing a takeover. They let the accountants decide what makes sense, not the people who understand the product of the taken over company. It sounds very much like zero technology input into a takeover that was based on technological potential.

      1. A Non e-mouse Silver badge

        Re: Delegating

        When looking at a take-over, you shouldn't just be looking at what the accountants say. You'll be looking closing at how it fits into your product mix. You'll be looking at their back office systems. Maybe looking at their organisation's culture. I'm sure lawyers will have something to say too.

        Your job as the CEO is to take the advise from all of these people in your company, plus listen advice from your non-exec board members to make the final call. And if the call is wrong, to learn from the mistake and fall on your sword.

        1. I ain't Spartacus Gold badge

          Re: Delegating

          You certainly shouldn't just listen to the accountants.

          But the thing that shocks me, and I guess we await further testimony to give the details, is that his CFO opposed the takeover. And that they went ahead and did it anyway! What the hell is the point of a board, if they won't oppose the CEO? And if the CFO says no to an $11bn takeoever, then why aren't the non-execs either sacking them and getting one who does believe in it, or sacking the CEO for being an incompetent?

          That's supposed to be the role of a chairman (and the non-execs). To protect the shareholders from the executive members of the board - and if the two senior exexutives can't agree on something as major as this then it should be delayed and the executive members' heads banged together or replaced with ones who can agree.

          1. Michael Wojcik Silver badge

            Re: Delegating

            Exactly. I don't buy Apotheker's "I delegated it to the people who should know" excuse, because he went out of his way to squelch the objections from his own CFO. That's not delegation; it's willful ignorance.

      2. Doctor Syntax Silver badge

        Re: Delegating

        "the people who understand the product of the taken over company. It sounds very much like zero technology input into a takeover that was based on technological potential."

        It sounds as if he decided that was his role.

    2. Anonymous Coward
      Anonymous Coward

      Re: Delegating

      I've seen in many companies, more scrutiny and debate, even from the very top echelons, about a marginal spend on a few tens of thousands, whereas a significant capital project is waved through based on a 'vision'.

      1. Cuddles Silver badge

        Re: Delegating

        "I've seen in many companies, more scrutiny and debate, even from the very top echelons, about a marginal spend on a few tens of thousands, whereas a significant capital project is waved through based on a 'vision'."

        I believe the technical term is "penny wise, pound foolish". It's far from limited to management, however, and while the phrase itself dates back well before the origin of capitalism, the sentiment is likely much older again.

      2. vtcodger Silver badge

        Re: Delegating (Parkinson's Law of Triviality)

        Indeed. C Northcote Parkinson commented on that phenomenon in "Parkinson's Law". IIRC the example was approving construction of a nuclear power plant in a couple of minutes then spending hours discussing construction materials for a shed to keep employee bicycles out of the rain. This he dubbed the Law of Triviality. https://en.wikipedia.org/wiki/Law_of_triviality

      3. Doctor Syntax Silver badge

        Re: Delegating

        It's a matter of who's responsible for the expenditure. If it's an underling the management can scrutinise them. When it gets to top management there's not higher level authority to scrutinise it. What's the Latin for "Who micro-manages the micro-managers?"?

        1. magickmark
          Headmaster

          Who micro-manages the micro-managers?

          My poor Latin would suggest "Quis minutus-administro quod minutus -administrator" but happy to stand corrected of course!

    3. rdhood

      Re: Delegating

      "Nothing wrong with delegating his due diligence to people employed (or contracted, in the case of KPMG) for their expertise in such things. If indeed that's what happened.

      If that decision went wrong, he's responsible (and he did get the boot), but surely then he himself is of very marginal relevance as a witness. I take it we're due to hear from those to whom due diligence was delegated?"

      Actually what you realize is that ANYONE could have done his job. Why again to CEOs get payed so damn much?

    4. asdf Silver badge

      Re: Delegating

      There was virtually no due diligence done by anyone. Leo like a moron incorrectly thought Oracle was about to buy them so like a total dumbass he vastly overpaid for the company in an accelerated manner throwing the usual M&A stuff out the window. Board let him do it so pox on them too.

      1. Nick Kew Silver badge
  4. LDS Silver badge

    Didn't he read even the "executive summary"?

    Do report need now a "CEO summary", a one-line one in 24 points font, all caps, to get a glimpse of their overpaid "scarce" time, between a golf match and a lavish dinner?

    Anyway "delegating" doesn'r mean you no longer bear responsibilities - you do delegate experts in a given field to check, extract and "translate" the relevant data so you can take an informed decision - advises are just advises.

    1. Anonymous Coward
      Anonymous Coward

      Re: Didn't he read even the "executive summary"?

      Agreed. As someone once said to me "you can delegate authority but not responsibility".

      Ultimately he was responsible.

  5. sanmigueelbeer Silver badge
    WTF?

    This case is getting to be more like HP should be suing Leo for being an idiot.

    1. LDS Silver badge

      Yes, but that would imply those who appointed him should give explanations why they appointed an idiot... Canis canem non est.

  6. scymnos

    When Leo unintentionally disclosed how companies are being run

    It's no secret that many well-paid C-class executives are some of them most clueless people. How do they survive? By performing in their political, Machiavellian power game with rhetoric, networking, lies, intrigue, deception etc.

    1. Doctor Syntax Silver badge

      Re: When Leo unintentionally disclosed how companies are being run

      "How do they survive?"

      There's only one skill you can count on someone having who successfully climbs corporate trees: climbing corporate trees. If they have any useful skills it's a bonus.

  7. The JP

    Awesome reporting!

    Keep it up el Reg.

    I am fully stocked with popcorn as events unfold.

    1. Doctor Syntax Silver badge

      Re: Awesome reporting!

      I hope the court has comfortable seats. It sounds like Gareth is going to be sitting there a long time.

      1. gazthejourno (Written by Reg staff)

        Re: Re: Awesome reporting!

        The Rolls Building where this trial is taking place, allegedly Britain's most modern courthouse, has no press benches or even tables. The 19th century Royal Courts of Justice has press benches in every courtroom.

        Mind you, the Rolls Building is abundantly sprinkled with plug sockets for chargers whereas it wouldn't surprise me if the oak-panelled RCJ was still lit with natural gas, so there's advantages and disadvantages.

        1. Doctor Syntax Silver badge

          Re: Awesome reporting!

          It depends on what the public seating's like, then. I hope it's not the pew-like offerings of Irish court-houses, described in the Irish RM as needing only a pulpit to pass as a dissenting chapel.

  8. amanfromMars 1 Silver badge

    Swings and Roundabouts ...... Dirty Tricks and Tragic Shenanigans

    Tell me if this reading of the runes is completely wrong ...... Mike Lynch's Autonomy develops a revolutionary, game changing technology/methodology/"pure-play software company" which HP/Uncle Sam want at any cost .... because of its extremely disruptive leading potential.

    And then Uncle Sam/HP appear to deny its worth and close it down, because of its extremely disruptive leading potential which is next to impossible to comfortably predict and control, and then they think to sue for another pay day, dressing it up as a malicious damages and corrupt maladministration claim against their earlier love child.

    With such as friends, the likes of an Uncle Sam/HP are guaranteed to be increasingly quickly overwhelmed with considerably smarter and invisible stealthy opposition in a relatively anonymous competitive field, as they are realised to be a parasitic enemy?

    1. Julz

      Re: Swings and Roundabouts ...... Dirty Tricks and Tragic Shenanigans

      What's wrong, that made sense...

      1. amanfromMars 1 Silver badge

        Re: Swings and Roundabouts ...... Dirty Tricks and Tragic Shenanigans

        What's wrong, that made sense... ... Lulz

        We must be both learning, Julz ....... and even becoming smarter and that can be very different. :-)

    2. metadev

      Re: Swings and Roundabouts ...... Dirty Tricks and Tragic Shenanigans

      Great theory except that MicroFocus now own it

      1. Michael Wojcik Silver badge

        Re: Swings and Roundabouts ...... Dirty Tricks and Tragic Shenanigans

        "Micro Focus" - two words. But, yeah, we own it. I've seen an internal demo and the tech looks like it has potential, but (speaking as someone who's done a little research into the use of ML for extracting information from unstructured data) not astonishingly revolutionary. Some surprises and what looks like a lot of hard work, but in line with what I've seen in the published research. Like most commercial software, in other words.

        I know there have been comments by Autonomy users in previous Reg stories about the firm, citing various difficulties with using the software. Again, that's not surprising. The products I work on aren't all that easy to use either, to be honest. Also like most software.

        In short, it wasn't buried, by HPE or by the US government. Still available, still under development.

        1. amanfromMars 1 Silver badge

          When what you Own is not what you Think you Own, is IT a Stealthy Technological Device?

          But, yeah, we own it. ..... In short, it wasn't buried, by HPE or by the US government. Still available, still under development. ... Michael Wojcik

          The only question worth asking of that which you think is owned, MW, is .... is it still worth scores of billions of dollars to the Virtual Enterprise Sector with ITs Myriad Remote Autonomous Trojan Vectors under development in Micro Focus fabless lab rat hands/hearts and minds?

          If you think things are kosher and on the straight and narrow, would this anomalous glitch not be a red flag?

          In open court, being asked some seriously pointed and deeply probing questions, has many a great white shark reduced to a defenceless minnow and latter-day saintly king with GOD complex to well dressed common criminal. Best avoided at all costs, methinks, with this particular puppet show set to cost the US technology sector considerably more than just £8.4bn if prepared to walk away off into the sunset to avoid being tested with proprietary information usually best secured and further protected as secret testimony.

  9. don't you hate it when you lose your account
    Terminator

    I'd buy that for a

    Dollar

    Nearest Arni icon

  10. umacf24

    I love this reporting

    All of the dirt. All of the reminder about how things run.

  11. Arthur the cat Silver badge
    Facepalm

    Hire Apotheker …

    as a Brexit consultant. He obviously has a skill set that perfectly matches the government's.

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