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The two main antagonists in the corporate drama of Walter Hewlett v. Hewlett-Packard Co. took the witness stand Tuesday — and made starkly different impressions. One battled relentlessly with opposing counsel while the other stayed cool under aggressive questioning. As Hewlett-Packard CEO Carly Fiorina continued her testimony in the Delaware Court of Chancery, she was more combative in her exchanges with attorney Stephen Neal than she was on Tuesday. And as he did Tuesday, Neal — the main lawyer for HP director Walter Hewlett — pressed Fiorina with questions about the company’s disclosure of financial information, focusing on data that the CEO was getting from internal reports. In his suit, Hewlett, the son of a Hewlett-Packard founder, is attempting to invalidate the shareholder vote last month that narrowly approved the company’s merger with Compaq Computer Corp. Hewlett claims the company misled shareholders by failing to disclose material information about problems with plans to integrate the two companies. On Wednesday, Fiorina battled Neal, a Cooley Godward partner, on almost every point. Early on, Neal attempted to get Fiorina to agree to the simple proposition that in general it’s more difficult to make long-term business forecasts than short-term ones. Fiorina wouldn’t agree, insisting that it depended on what one was trying to predict. Neal tried the question three more times, with Fiorina balking each time. Fiorina seemed so opposed on principle to agreeing with anything Neal said that her performance at times was reminiscent of Bill Gates’ videotaped deposition in the Microsoft Corp. antitrust trial. She insisted, for example, that reports discussing future revenue were not “forecasts,” but instead “points in the planning process.” Several times she resisted even concurring that the titles of documents meant what they said. When Neal read a document titled “S-4 Filing 2003″ that showed revenue of $80.8 billion in that year, he asked Fiorina: “Correct? That’s what it said?” She answered, “That’s what the title says. But by the way, I didn’t create this document. … I do not accept that this was a revenue target in the S-4.” Fiorina did not mask her irritation with Neal. Many times she began her answers by addressing him as “Mr. Neal” in a voice frosty with contempt. As her testimony wore on, Fiorina rested her elbow on the witness stand and propped up her head with her hand, conveying a weary annoyance with the Cooley partner. Fiorina’s displeasure with Neal flared in an exchange near her testimony’s end. Neal had relentlessly pressed her about pessimistic planning projections made by HP business units, implying that the public should have been informed about these negative developments. Fiorina and Neal then had the following exchange: “Because [these planning reports are] not a forecast, I don’t know why you are arguing we should disclose it,” Fiorina said. “Let me ask the questions,” Neal responded. “Sir, you are accusing the CEO of a publicly traded company of lying,” Fiorina said angrily. “Pardon?” “You are accusing the CEO of a publicly traded company of lying,” she repeated. “I’m only asking you questions right now,” said Neal. The attorney appeared to stay calm each time Fiorina took a jab at him and then immediately turned his attention back to a document to ask another financial question. Walter Hewlett’s testimony later in the day was a sharp contrast. Hewlett answered questions clearly and directly. While the testimony of Fiorina was filled with business jargon like “value capture groups,” “roll-ups,” and “clean room teams,” Hewlett spoke in the simplest of terms. He stayed composed, even in the face of aggressive questioning by Wilson Sonsini Goodrich & Rosati partner Steven Schatz. Schatz, a former federal prosecutor in the Southern District of New York, paced in front of the witness stand, trying to make dramatic points by jabbing his finger at Hewlett. In contrast to his shaky performance during Tuesday’s opening statements, Schatz was more assured and forceful during his questioning of Hewlett. The main thrust of Schatz’s questioning was to raise doubts about Hewlett’s integrity. He implied that Hewlett had been dishonest with the board by springing this suit on the company and by not discussing with his fellow directors rumors he was hearing about problems with the integration plans, which now form the basis of his suit. As he did Tuesday, the company’s main outside lawyer, Larry Sonsini, observed the proceedings from the gallery for most of the day. When Hewlett took the stand, however, he moved to counsel’s table and sat directly behind Fiorina and HP Chief Financial Officer Robert Wayman, who had testified earlier. Susan Beck is a San Francisco-based senior writer for The American Lawyer, an affiliate of The Recorder and law.com.

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