Who's calling the shots at HP?

August 31, 2010: 1:42 PM ET

Less than a month after Mark Hurd's abrupt departure as CEO, HP is making headlines with a takeover battle and a buyback plan. How the company can continue business as usual without a leader. HP

The news jarred in the dog days of summer: A seemingly leaderless Hewlett-Packard (HPQ) counterbids for a company nobody's ever heard of that competitor Dell (DELL) already has agreed to buy. HP's offer for 3Par (PAR) set in motion a multi-billion-dollar bid-'em-up contest. Then the company with an endless appetite for headlines announces a $10-billion stock buyback, bigger than the previous $8-billion repurchase program. This happens, of course, without its previous deal-savvy chairman and CEO, Mark Hurd, who resigned in disgrace less than a month earlier.

It all begs the question: Who's in charge there? Can the world's biggest technology company by revenue operate on autopilot with a low-profile chief financial officer (Cathie Lesjak) as interim CEO and a mostly new board of directors making decisions?

The answers are more complicated than they might seem at first blush.

For starters, consider the less important action: the buyback. Stock repurchases are a weird sort of mind game companies play with their investors. Companies announce that their boards have authorized them to repurchase shares in order to signal to the market. The authorization doesn't mean the company will follow through, but it does mean they can. Investors theoretically should be comforted by this. A buyback press release is a sign the company thinks its shares are undervalued and an indication of a potentially big buyer in the market.

The news wasn't particularly new. As of July 31, HP had about $4.9 billion remaining on its existing $8 billion repurchase plan. It's not saying how much of that remained on Aug. 30, the day it announced the new $10 billion program. Why? Because it only communicates that figure once a quarter, even though it makes buyback announcements whenever it likes. So, presumably in response to HP's stock having been hammered by Hurd's departure -- it's gone from $46 to $39 -- HP chose to announce on Monday the open-ended buyback as well as to say it would repurchase about $3 billion in stock in the quarter that ends Oct. 31.

This stuff isn't rocket science. It requires board approval, but it's neither radical nor something that commits HP to actions it wasn't already taking a month ago.

New management, new pricing strategy

The 3Par fight is more interesting. Dell announced its deal for 3Par on Aug. 16, and HP first said publicly it would play skunk at that garden party on Aug. 23. It looked like HP was acting decisively and moving in a new direction without its former CEO.

That really wasn't the case for a few reasons. Offering cloud computing services, which is what 3Par does, has been part of HP's strategy for about a year, since it hired EMC (EMC) executive David Donatelli as head of its storage, servers and networking business. He is the executive who has been out front on the deal, talking to analysts, quoted in releases, and so on. That's par for the course for HP. Todd Bradley, not Mark Hurd, was the public face of the Palm acquisition. Newly arrived Microsoftian (MSFT) Bill Veghte has been portrayed as driving a couple recent software acquisitions. (It's notable, by the way, that Donatelli and Veghte's boss, Ann Livermore, hasn't been a presence in any of this. That would seem to confirm the conventional wisdom that Livermore is not a contender for the CEO job and isn't even likely to remain at HP much longer after a new chief executive joins.)

What's more, HP has its own dealmaking team under strategy chief  Shane Robison, who's been chatting up cloud computing since last year, including in this buzz-word-laced presentation posted on HP's web site. Regulatory filings disclose that Robison approached 3Par about an acquisition on July 8. Hurd met the company's leadership the next week. In other words, before Dell announced its deal, 3Par had been on HP's radar screen.

The more interesting bit here is why HP got interested again in August, after Hurd's departure. According to HP's filings with the SEC, HP walked away from 3Par after making a preliminary bid. Pressed by 3Par's bankers, HP declined to increase the amount it was willing to pay on Aug. 1, five days before Hurd's resignation.

Three weeks later, HP was back in the game with a higher offer. So what happened? In an Aug. 23 conference call, an analyst asked Donatelli if Hurd hadn't liked the deal to begin with. Donatelli dodged the question, saying instead that HP had been looking at 3Par for some time. The analyst then asked if HP's board had discussed the deal prior to its recent counteroffer -- in other words, before HP initially walked away and before Hurd resigned. Donatelli ignored this question. (HP's filings don't say if the board approved its initial "indication of interest," but given its conditional nature it's a good bet this issue had not yet gone to the board.)

The line of questioning is relevant because Hurd was a known stickler on price. HP looked at buying Sun Microsystems before Oracle (ORCL) did but passed because the deal looked too expensive. The filings suggest Hurd saw the strategic fit for 3Par but wasn't willing to pay up. So it's reasonable to ask if HP has lost its pricing discipline with Hurd out the door.

Reasonable to ask, perhaps, but not to expect a substantive answer. Investors are sour on HP at the moment, and they never like to be on the winning side of an expensive bidding war. 3Par won't make or break HP, which will have to wait for a new CEO to begin its dialogue again with Wall Street. The next shoe to drop on 3Par will come this week. Dell had three days beginning Monday to respond to HP's latest offer.

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Adam Lashinsky
Adam Lashinsky
Senior Editor at Large, Fortune

Adam Lashinsky is a San Francisco-based editor-at-large for FORTUNE, covering Wall Street and Silicon Valley. Lashinsky joined FORTUNE in 2001, after two years as a contributing columnist. Prior to joining FORTUNE, Lashinsky covered Silicon Valley for TheStreet.com and The San Jose Mercury News. A Chicago native, Lashinsky holds a B.A. in history and political science from the University of Illinois at Urbana-Champaign.

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