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Hewlett-Packard Defrauded in the Acquisition of Autonomy for $11 Billion



A federal grand jury indicted former CEO of Autonomy Sushovan Hussain, 52, a citizen and resident of the United Kingdom, with conspiracy to commit wire fraud and multiple counts of wire fraud. According to the indictment filed last Nov. 10, Hussain allegedly engaged in a scheme to defraud purchasers and sellers of securities of Autonomy Corporation plc (Autonomy) and Hewlett-Packard Company about the true performance of Autonomy’s business, its financial condition and its prospects for growth.

According to the indictment, Hussain, was the former Chief Financial Officer (CFO) of Autonomy, a company incorporated in the United Kingdom. Autonomy maintained dual headquarters in San Francisco and Cambridge. In 2010, about 68 percent of Autonomy’s reported revenues came from the United States and other countries in the Americas.

The case involves the acquisition by Palo Alto-based Hewlett-Packard Company and Hewlett-Packard Vision B.V., a wholly-owned subsidiary of HP (collectively HP), of Autonomy. On Aug. 18, 2011, HP entered into an offer agreement with Autonomy and publicly announced its offer to acquire Autonomy for approximately $11 billion. On Oct. 3, 2011, HP’s acquisition of Autonomy closed and HP acquired control of Autonomy.

According to the indictment, between 2009 and 2011, Hussain artificially inflated Autonomy’s revenues by backdating written agreements to record revenue in prior periods; recorded revenue on contracts that were subject to side letters or other contingencies that impacted revenue recognition; improperly recorded revenue for reciprocal or roundtrip transactions; and made false and misleading statements to Autonomy’s independent auditor about transactions allegedly supporting the recognition of revenue and other items in Autonomy’s financial statements. In so doing, Hussain allegedly issued materially false and misleading quarterly and annual financial statements on behalf of Autonomy. The indictment further alleges that defendant and others provided these financial statements to HP during the time that HP was considering whether to purchase Autonomy.

In addition, the indictment alleges that Hussain caused Autonomy to make materially false and misleading statements directly to HP regarding Autonomy’s financial condition, performance and business during the negotiations between HP and Autonomy leading up to the Aug. 18, 2011, acquisition announcement. Allegedly, Hussain made false and misleading statements about the nature of Autonomy’s products, concealed Autonomy’s non-appliance hardware sales and made other false and misleading statements during HP’s “due diligence” of Autonomy. In sum, the indictment charges Hussain with one count of conspiracy to commit wire fraud and 14 counts of wire fraud.

No federal court appearance has yet been scheduled for the defendant.

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William H. Byrnes has achieved authoritative prominence with more than 20 books, treatise chapters and book supplements, 1,000 media articles, and the monthly subscriber Tax Facts Intelligence. Titles include: Lexis® Guide to FATCA Compliance, Foreign Tax and Trade Briefs, Practical Guide to U.S. Transfer Pricing, and Money Laundering, Asset Forfeiture; Recovery, and Compliance (a Global Guide). He is a principal author of the Tax Facts series. He was a Senior Manager, then Associate Director of international tax for Coopers and Lybrand, and practiced in Southern Africa, Western Europe, South East Asia, the Indian sub-continent, and the Caribbean. He has been commissioned by a number of governments on tax policy. Obtained the title of tenured law professor in 2005 at St. Thomas in Miami, and in 2008 the level of Associate Dean at Thomas Jefferson. William Byrnes pioneered online legal education in 1995, thereafter creating the first online LL.M. offered by an ABA accredited law school (International Taxation and Financial Services graduate program).

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