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Dunn Deal At HP

hpIt's not common when a national magazine like Newsweek has a corporate-governance as its cover story. True this may happen if there is a mega scandal such as Enron or WorldCom, but for the current issue of Newsweek, there is picture of HP's chairman Patricia Dunn on the front page with the title: "The Boss Who Spied on Her Board."

This story is more than just about corporate government. It's about privacy – especially in the Internet Age. If the board of a global company is being investigated then aren't we all fair game?

Well now HP's board has decided to remove Dunn as chairman. In her place will be the company's CEO, Mark Hurd. As I wrote in a post yesterday, the scandal was a perfect opportunity for Hurd to consolidate his power. And given his sterling performance at the helm, shareholders are definitely happy.

Essentially, over the past few years, the HP board had become quite powerful. After all, in early 2005, the board ousted its CEO Carly Fiorina. Such a move is very rare.

And it was Dunn who orchestrated the coup.

While this turned out to be good move, it looks like Dunn went too far. That is, when she wanted to stop leaks from board members, she led an investigation. Of course the tactics were extreme as one of the investigators engaged in a questionable practice known as pretexting, which involves impersonating people to get phone records.

Instead, Dunn should have hired an independent law firm to provide advice on how to handle the investigation. It would have given her a strong layer of protection.

In the end, it was a painful lesson about power.

Tom Taulli is the author of various books, including the Complete M&A Handbook and operates InvestorOffering.com.

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Last updated: May 27, 2012: 05:35 AM

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