Law Blog » Issue Spotting: Larry Sonsini’s Email Exchange
Regardless of the legalities, HP’s board is comprised of intelligent, accomplished individuals and therefore they should be held to a high standard of behavior. Exactly how does a board member expect a private investigator to obtain confidential information without operating in a gray area of ethical behavior?

American businesses operate all too often under the misguided idea that media exposure and “spin” are an acceptable impetus of behavior. While recognizing that one’s reputation is valuable and should be jealously guarded, one should also realize that our actions speak more clearly than our words. That anyone’s reputation can be damaged by others should prompt us to focus on what we can control instead of what we cannot.

Eventually HP’s business will be rated by its performance in the market place. Revelations of confidential “squabbles” between board members or their intended business strategy should be, at most, a temporary concern. Does this board really think the revelation of HP’s turnaround strategy is truly that important? Or does the board recognize not only it’s own failure at HP, but also the failure of most boards to act decisively. Their fear of culpability is exaggerated in the recognition of their inability to incur the necessary changes required to lead a large corporation.

Clearly, Keyworth did not like the results of the board’s performance. Perhaps he recognized that he was powerless to change things inside the board room? Although violating his confidentiality agreement doesn’t seem to be the best solution, it appears he thought differently and took the course of action which allowed him to exercise power and meet his obligations as a director.

Perhaps a truly diligent director recognizes the implicit conflict in retaining responsibility while not being able to effectively delegate one’s authority. If in fact board members have any authority to delegate in the first place. Which in turn begs the question if one has no authority how can one be responsible?