The fate of the biggest merger in the history of the technology industry may hang on a single conversation.
A straight-talking Delaware business judge will open a trial on Tuesday to determine whether Hewlett-Packard Co. HWP.N Chief Executive Carly Fiorina and her team bought votes from shareholder Deutsche Bank DBKGn.DE in a last-minute scramble to pass their $20 billion plan to acquire Compaq Computer Corp. CPQ.N .
Fiorina said she won fair and square in a shareholder vote on March 19, by 45 million of the 1.7 billion shares voted.
But Walter Hewlett, a dissident board member and founding family scion, launched a suit less than 10 days after the vote, alleging HP bought votes and lied about merger problems to dupe investors into approving the deal. He has warned the deal would make HP into a bloated personal computer maker rather than the high-margin powerhouse envisioned by management.
Whether Chancellor William Chandler III of the Delaware Chancery Court agrees is only half the issue. If he finds for Walter Hewlett, the judge must also decide whether to throw out some ballots, call a new vote, or choose another remedy. He is expected to make a decision in less than a week.
Walter Hewlett, who also plans to ask for a vote recount, has waged a five-month, increasingly bitter battle to stop the merger, engineered by Fiorina, a fierce competitor who is considered one of the most powerful woman in corporate America.