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HP Switches Firms - Again - in Autonomy SuitsFarella's Thomas Mayhew is part of HP's new defense team in shareholder litigation.
2013-07-30 06:24:55 PM
SAN FRANCISCO — Hewlett-Packard Co. is churning through outside counsel as it confronts an avalanche of shareholder suits over its widely panned acquisition of Autonomy.
The embattled personal computer maker has tapped New York's Wachtell, Lipton, Rosen & Katz and San Francisco's Farella, Braun & Martel to defend it, ousting its newly hired lawyers at Morrison & Foerster, according to a substitution of counsel filed Tuesday in federal court. The team is the third in just more than a month to represent HP in securities actions stemming from its 2011 purchase of Autonomy, a British software maker. MoFo partners Darryl Rains, Judson Lobdell and Mark Foster entered the fray for HP in late June after the company ditched Morgan, Lewis & Bockius, a long-time favorite firm.
HP's lineup now consists of Wachtell partners Marc Wolinsky, George Conway III and Rachelle Silverberg, along with Farella partners Neil Goteiner and Thomas Mayhew. Lawyers at both firms referred requests for comment on the change of counsel to HP, as did MoFo. An HP spokeswoman wrote in an email that the switch had nothing to do with the quality of Morrison & Foerster's work.
"We've simply decided to go in a different direction with Wachtell," she said.
HP announced the change on the eve of a key deadline in the derivative shareholder suits. A stay in that litigation is set to expire Wednesday. In one of their first actions on behalf of their new client, Wolinsky and Goteiner asked U.S. District Judge Charles Breyer to renew the stay to give an independent committee formed by HP's board of directors more time to investigate potential claims by the company and make a recommendation to the board about related litigation.
"It's very unusual to replace counsel at this stage of the case, let alone twice," said Mark Molumphy, a principal at Cotchett, Pitre & McCarthy, which has been named lead counsel in the derivative shareholder suits. "I'm kind of scratching my head."
Both MoFo and Morgan Lewis had a hand in the HP-Autonomy merger. Morgan Lewis handled antitrust work for Autonomy on the deal. MoFo represented Qatalyst Partners, Autonomy's financial adviser in the acquisition. HP's spokeswoman declined to comment on whether conflict concerns played a role in the latest switch.
Earlier this month, lawyers at MoFo filed a motion to dismiss the shareholder class actions, attempting to discredit the plaintiffs' theory that HP executives knew about improper accounting at Autonomy but hid it from shareholders to push the acquisition through.
"In an attempt to spin Autonomy's accounting fraud into an investor class action, plaintiff has filed a complaint recasting the victim — HP — as the perpetrator," Rains, Lobdell and Foster wrote.
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