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HP Names Deputy GC to Oversee Deals
As Hewlett-Packard Co. CEO Meg Whitman was pressed by shareholders and directors fought for their seats on the company's board, a top lieutenant in the legal department quietly entered the fray.
Rishi Varma was introduced at HP's annual shareholder meeting last week as the company's new deputy general counsel for corporate, securities, and M&A, a role he stepped into earlier this month. As HP tries to engineer a turnaround, two of the chief legal issues will be guiding the troubled board and carrying out divestitures to unload some of the company's far-flung assets, legal watchers say. Both tasks are squarely in the deputy GC's purview, said Charles Charnas, who held the role before taking a similar job at Apple Inc. in 2008.
The integral position was vacant for about nine months after Paul Porrini stepped down to become general counsel of video advertising company YuMe in June 2012. The search for his successor began internally, people familiar with the department say. But given the scrutiny of the Autonomy acquisition, which was written down by $8.8 billion last fall, HP may have done well to hire from outside, said Eric Talley, a corporate law professor at UC-Berkeley who follows the company closely.
"A qualified person who comes from the outside gives a fresh perspective and also gives the optics of a fresh perspective," he said. "Both of those things are probably working at the same time."
Varma, who declined to be interviewed, comes to HP from TPC Group, a chemical products manufacturer, where he was general counsel. HP did not disclose how many people he will lead, but Porrini supervised 70 personnel, about 45 of whom were lawyers. Although HP's corporate lawyers are concentrated in the Bay Area, Varma is splitting his time between Palo Alto and Houston, according to his LinkedIn profile.
Among his first projects, Varma helped HP prepare for last week's shareholder meeting by overseeing corporate securities lawyers' efforts to reach out to shareholders and make the necessary disclosures, an HP spokesman said. Though it's been a year and a half since HP bought Autonomy, the acquisition was a theme running through the meeting. Chairman Raymond Lane and two independent directors were narrowly reelected, highlighting shareholders' discontent, analysts say.
Shareholder outreach is among the deputy GC's responsibilities at HP, Charnas said. In that capacity, Varma can implement processes to ensure that shareholders feel their concerns are heard and considered by the board, Talley said.
"The sentiment of HP shareholders, like many other shareholders, is, 'What have you done for me lately?'" he said.
The deputy general counsel also oversees due diligence at HP, Charnas said. To that end, Varma can review HP's processes to guard against the possibility of another failed acquisition like Autonomy, Talley said.
"That's one of the things that's given me concern about [Autonomy]," said Charnas, who still owns HP stock. "I want to make sure proper work has been done from a due diligence standpoint."
But Varma may not be conducting due diligence just yet Whitman has said HP will put acquisitions on hold for now. As the company hones its focus, analysts see divestitures as the more likely route. In that sense, Varma's day-to-day duties may look somewhat different from those of his predecessors, who oversaw a steady stream of high-profile acquisitions over the past decade.
The lawyers who headed up that chapter of HP's history continue to trickle out the door, with associate GC Richard Arnold leaving in February to become general counsel of Silver Spring Networks Inc. But with HP's stock up more than 60 percent so far this year, those who remain are in slightly better spirits, lawyers familiar with the department say.
This article originally appeared in The Recorder.