HP releases details of its legal claim against Mike Lynch and Sushovan Hussain over Autonomy

Hewlett-Packard publishes its particulars of claim against Autonomy's former CEO and CFO

Hewlett-Packard has finally released full details of all its claims against Mike Lynch and Sushovan Hussain over its allegations that they conspired to misrepresent the financial position of Autonomy, the software company HP acquired for $10.9bn in November 2011.

"Lynch and Hussain caused Autonomy group companies to engage in improper transactions and accounting practices that artificially inflated and accelerated Autonomy's reported revenues, understated its costs of goods sold (thereby artificially inflating its gross margins), misrepresented its rate of organic growth and the nature and quality of its revenues, and overstated its gross and net profits," claimed HP, in the filings it made to the High Court in London in April - which it has now published in full.

The documents suggest that Lynch and Hussain knowingly published financial information that they knew were untrue, given the transactions and accounting practices the company engaged in, which HP dates back to 2009 - the two years leading up to the acquisition, during which time a potential acquisition of Autonomy was also put to, and rejected by, database giant Oracle.

"This conduct by Lynch and Hussain was systematic and was sustained for more than two years prior to the acquisition of Autonomy by HP. Its purpose was to ensure that the Autonomy group's financial performance, as reported in Autonomy's published information, appeared to be that of a rapidly growing pure software company whose performance was consistently in line with market expectations. The reality was that the group was experiencing little or no growth, it was losing market share, and its true financial performance consistently fell far short of market expectations.

The Particulars of Claim that HP has published is 134-pages long and contains the details of HP's evidence against Lynch and Hussain- and comes with 12 Schedules. HP is seeking damages in excess of $5bn in reparation for what it regards as "improper transactions and accounting practices", and their breach of fiduciary duties as directors of Autonomy.

The documents break down the alleged improper transactions and accounting practices into three broad categories.

First, by engaging in pure hardware sales bundled in with sales of Autonomy software. These sales of hardware were made at a loss, claims HP. "These pure hardware sales generated revenue of approximately $200m over the Relevant Period and comprised approximately 11 per cent of Autonomy's total reported revenue during the period from the third quarter of 2009 to the second quarter of 2011. Autonomy disclosed neither the existence nor the amount of such sales in its published information (or anywhere else). This non-disclosure contributed significantly to the false appearance of a rapidly growing software business."

Second, HP alleges that Autonomy engaged in "improper revenue recognition" in various forms of "contrived transactions... in order to recognise revenues which were either improperly accelerated or fabricated". This included schemes involving value-added resellers; reciprocal transactions in which Autonomy received goods or services "of no discernible value" in return; and, acceleration of hosting revenue when revenues from such long-term deals ought to have only been recognised during the period over which the hosting was provided.

Third, HP claims that Autonomy misrepresented its IDOL software OEM revenue. "Lynch and Hussain knowingly included within Autonomy's reported IDOL OEM revenue, revenue derived from sales to non-software companies (ie: companies which could not embed Autonomy software in their own software products), revenue derived from licences that required the licensee to use the Autonomy software for internal purposes only, and revenue derived from sales of hardware and revenue arising from contrived VAR, reciprocal and hosting transactions.

"Many of the remaining OEM transactions generated only a single upfront payment and no other material royalty payment," claim the Particulars.

By demanding only a single upfront payment instead of an ongoing royalty for the OEM transaction, Autonomy could present a picture of growth in the two years leading up to the acquisition when it was, instead, selling its software to OEMs on the cheap. "Autonomy's published information over the relevant period overstated IDOL OEM Revenue by at least 390% and portrayed this aspect of its business as growing rapidly when, in fact, it was shrinking," claim HP.

The company goes on to claim that Lynch and Hussain not only breached their fiduciary duty to Autonomy and, hence, HP, but that they also misrepresented Autonomy's financial health and "made a series of misrepresentations to HP (including re-affirming the false statements in Autonomy's published information)".