How open is too open? In Hewlett-Packard's case, being "too open" may not be open enough.
Just as the dust was settling over Hewlett-Packard's decision to terminate former CEO Mark Hurd, it's stirred up again by H-P's lawsuit against him, fearing he'll take trade secrets to his new job as co-president and board member at Oracle.
While the company may wish it could put the controversy behind it, the new developments continue to distract attention from many of the basic facts, which remain both ironic and contradictory.
The company was lambasted for being open -- a key principle of good corporate governance. The board's decision to publicly disclose the facts behind Hurd's ouster is almost 180 degrees from its 2006 pretexting scandal -- in which private investigators, posing as reporters and others, spied on board members and journalists.
All the outraged quotes reported in the news coverage could inadvertently deliver the dangerous message that in some cases, secrecy is better.
Despite attempts at openness, H-P still will not reveal key information about the case.
H-P's board asked for the resignation of Hurd for violating its "Standards of Business Conduct."
The details came to light in a sexual harassment investigation. Investigators found those allegations groundless, but indicated Hurd had an "improper relationship" -- an apparent conflict of interest -- with former H-P contractor Jodie Fisher, an actress who appeared in several movies.
He's also suspected of expense account fraud for making payments to Fisher. The amount wasn't revealed, but reports range from a few thousand dollars to $20,000. That's a lot to most of America, but it's pocket change for a global corporation.
In a letter to employees, interim CEO Cathie Lesjak said all employees -- especially upper management -- must adhere to company standards. But Oracle CEO Larry Ellison -- Hurd's friend, and now boss -- lambasted the H-P board in an e-mail to The New York Times, saying that publicizing the unproven harassment claims was "cowardly corporate political correctness."
There's also controversy over H-P's use of APCO, a PR firm that offered crisis management counsel.
Ironically, some crisis management experts quoted anonymously in other publications suggested that handling the issue quietly with a payout would have saved the company, and shareholders, a considerable amount of money.
H-P's board has historically been factional, and over the past five years it seems its officers and directors couldn't help but stumble in issues related to the proper application of corporate governance.
It's ironic in this latest footfall that in fact they were criticized for following what appeared (from the outside) to be good advice, in an expeditious manner.
H-P's missteps often came by being too clear by half. Perhaps the criticism was less about transparency than the missing facts of the story surrounding Hurd's departure.
Certainly there's more to the story, and many facts many never be known.
Here is what's important to remember: Common sense says shareholders are poorly served by what cannot stand the light of day.
The contradictions and ironies surrounding this event raise important questions that could impact how more serious allegations might be handled in the future by public companies that take a lesson from H-P's actions and the ensuing criticisms.
It may be the ultimate irony if H-P's termination of Hurd, and the ensuing controversy, could be taken as a lesson to dissemble as to the facts or minimize disclosure to shareholders.
This article originally appeared in the Atlanta Journal-Constitution’s “Business Voices” section on September 26, 2010.