Lawrence M. Fisher

End of a hatchet woman

Hewlett-Packard's ousted CEO Carly Fiorina destroyed a great company's creative soul and trashed its business.

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End of a hatchet woman

Carleton S. Fiorina’s fall from grace was dramatic, as was most of her career. But don’t cry for Carly; her way of doing business remains ascendant, and has already triumphed over that quaint set of humanistic values known as “The HP Way.”

I well remember my first meeting with Carly, who from an early date seemed destined to be one of those first-name-only stars like Cher or Madonna. Months before Hewlett-Packard named her its chief executive, the company had invited me and John Markoff, my friend and colleague at the New York Times, to spend a day with the engineers at its legendary research labs. But midway through our morning in nerd nirvana, Carly paid us a “surprise” visit.

She was, of course, charming, well-coiffed and coutured, as nearly every article at the time would mention. And as I watched her perform, amid an awkward group of guys who really were wearing short-sleeved sta-press shirts with pocket protectors, I realized I was seeing the new and old faces of Silicon Valley, up close and personal.

On one side of the hall were these unassuming but enormously bright individuals who came to work each day on Page Mill Road, in Palo Alto, Calif., not to make a killing in high tech, but for the sheer joy of inventing cool things. On the other was the perfect pitch person, singing Wall Street’s tune absolutely in key.

From early in her six-year reign, Carly’s mendacity was breathtaking, as she methodically eviscerated HP of everything the company once stood for. Is that too harsh? Recall the “invent” campaign, launched soon after she joined, where she plastered billboards and ads with the image of Bill Hewlett and Dave Packard’s sainted Palo Alto garage, even as she was slashing the company’s research budget and laying off scores of real-life inventors. After all, tinkering with the outer reaches of particle physics may be cool, but it’s hardly a bottom-line contributor, not this quarter anyway.

At the same time, the truly inventive side of Hewlett-Packard, as well as its historical heritage, was being spun off as a separate company, now known as Agilent. To be fair, HP’s board initiated this thrilling bit of stupidity before hiring Carly, but she had plenty of time to stop it and did not.

HP’s test and measurement instruments, direct descendants of the audio oscillators that launched the company in 1939, were and are considered the best that money can buy. Despite increasing global competition, these products command a premium price and maintain high profit margins because they are simply higher performing, better built and more innovative than the offerings of other companies. They are, in a word, “differentiated.”

Yet Carly and the HP board chose to dump this profitable business to concentrate on commodity products like printers and PCs. Why? The answer at the time was that securities analysts accustomed to following straightforward companies such as Dell Computer really couldn’t understand a complex business like test and measurement. And, to be sure, Wall Street’s shills fell into lockstep, praising the divestiture as a brilliant strategic move that would, in that tired phrase, increase shareholder value.

As HP’s best and brightest headed for the doors, whether they jumped or were pushed, some of them were not shy about calling a reporter who had covered the company for many years. As I talked to these talented people from every level of the company, one interpretation of events emerged with remarkable consistency. Carly had no intention of sticking around Hewlett-Packard for very long, these folks said. Her real intent was to do a quick, Lee Iacocca-style turnaround, accompanied by the best autobiography money could buy, and in 2004 run for the U.S. Senate, against Barbara Boxer.

It seemed a little far-fetched, but soon the photo-op shots of Carly in the company of high-ranking Republicans began proliferating. Even as Carly’s script for HP ran into harsher realities, even as Boxer retained her seat, the story never really died. And in retrospect, it offers the only explanation that makes any sense at all of Carly’s biggest strategic move. I’m referring here to the acquisition of the Compaq Computer Corp.

Prior to launching that deal, Carly had said her intention was to pattern HP after Lou Gerstner’s version of IBM, which had successfully leveraged its low-margin hardware business to sell high-margin consulting services. To that end, she initially negotiated to acquire the consulting arm of PricewaterhouseCoopers, the global accounting firm. She punted at the last minute, and IBM ultimately acquired PwC’s jilted consultants at a substantial discount.

Undaunted, in 2002 Carly moved to acquire Compaq, which was bleeding market share to Dell and losing money at an even faster rate than HP’s PC business. Never mind that no big merger in the history of high tech had ever really worked; never mind that Compaq itself had already made two big acquisitions — Digital Equipment Corp. and Tandem Computer — that had failed to add any value; never mind that Dell rapidly seized on the inevitable uncertainty to take even more customers away from both HP and Compaq. Even the pointed opposition of founder’s son Walter Hewlett didn’t dissuade Carly and the HP board from this historic blunder.

At the time, I was on staff at a consulting firm that was retained by one of the family foundations to analyze the merger. In the process, we spoke with a number of people close to both companies and their remarks were stunning. “The collision of two garbage trucks,” was how one put it. “Doubling down on a dog,” was another take. Without naming the firm, or their specific recommendations, it was obvious to anyone who cared to look that Carly’s projections could only materialize if IBM, Dell and Sun Microsystems took a collective nap for the next five years, and every single one of her rosiest scenarios came true at once. Any resemblance to the Bush budget is entirely coincidental, I’m sure.

So why did she do it? For one reason: Wall Street loves big mergers. The investment banks collect immense fees for their roles as advisors, regardless of the ultimate soundness of the deal. And their securities analysts all write positive reports, which prompt a lot of rubes to buy shares, which generates a flood of trading commissions. Big mergers and acquisitions are almost always a net negative for the companies and communities involved, but a win-win for the bankers, lawyers and other deal makers.

A second reason is that it should have worked well enough for Carly to declare victory and move on to the political stage. Despite their dismal long-term success record, big mergers usually can “achieve synergies,” Wall Street-speak for massive layoffs, which reduce costs enough to show a big if fleeting bump in earnings per share.

There was a brief period where the credulous might have believed that this merger was working, thanks entirely to such redundancies eliminated and other corporate bloodletting. But it didn’t last, as Carol Loomis’ masterful article in last week’s Fortune magazine made all too clear. Loomis did the tough analytical work that the board should have done, published it for all to see, and in the end, HP’s recalcitrant directors had to act.

To those who will inevitably say that Carly has been singled out for harsh treatment because she is a woman, nonsense. Anne Mulcahy of Xerox, Meg Whitman of eBay and Carol Bartz of Autodesk, among others, have all shown that a Y chromosome is no prerequisite to performing the CEO’s role with quiet competetence. What these leaders share besides their gender is they don’t make promises they can’t possibly keep.

As the Fortune article makes clear, Carly’s numbers didn’t work because they couldn’t work, which is of course what folks like Walter Hewlett were saying three years ago. And so a once great company is a shadow of its former self, and Fiorina is out of a job. But don’t cry for Carly. Given her way with numbers, there’s surely a spot for her in the Bush administration. Secretary of the treasury, perhaps.

Why Google shouldn’t go public

Co-founders Sergey Brin and Larry Page believe they can thwart the greed of shortsighted Wall Street, but there's always a price to pay.

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Why Google shouldn't go public

It’s all Google, all the time in the business press these days, as obsessive coverage of the hottest IPO since whatever.com shifts from when will they go to how will they go and how much will they raise. But analyses of comparative valuations, Dutch auctions and multiple share classes all miss a bigger question: Why go public at all?

The takeaway message from Enron, Worldcom et al. ought to be that the publicly held corporation as we know it is increasingly obsolete. Managing for shareholder value doesn’t just lead to short-term thinking at the expense of viable strategies and responsible leadership, it virtually guarantees it. And fraud and funny accounting practices are not anomalies; they’ve been features of the limited liability corporation since its creation two centuries ago. (See “Bleak House,” Charles Dickens, 1852.)

Google’s unusual offering is a step in the right direction, but really only a half step. True, the Dutch auction process should spread shares to a wider investor base and deter flipping. Restricting voting shares to the founders and senior management should buffer them from the slings and arrows of securities analysts, if only a little. But couldn’t the new type of company described in Google co-founder Larry Page’s screed — pardon me, prospectus — find alternate means of financing and just say no to the Wall Street casino altogether?

It’s not impossible. Consider Dolby Laboratories, which has been both privately held and the market leader in sound processing for recorded music and movies for nearly four decades. Founded in 1965, the company is only now considering a public offering because Ray Dolby is getting elderly and has to think about inheritance taxes. Not coincidentally, Dolby has long been known for giving back to the community and sustaining a supportive employee environment. Some of the great European brands, like Ferragamo, have been privately held for even longer.

I don’t mean to set up a Google straw man here. I’m as addicted to the site as anyone. I’ve known and admired CEO Eric Schmidt for years; he’s one of the most thoughtful and articulate guys in Silicon Valley. And I like what Page wrote in “An Owners Manual” for shareholders. But I question whether a dual class voting structure will truly enable Schmidt, Page, and co-founder Sergey Brin to ignore share price fluctuations and focus on the long term. A similar ownership structure hasn’t stopped Dow Jones, publisher of the Wall Street Journal, from slashing staff when earnings slip.

The truth is there’s no way for a “democratic” company (i.e., a company with broadly held shares) to manage for anything but short-term returns, and no amount of blather about good governance is going to change that. The cult of shareholder value has enshrined the share price as the holiest of metrics and woe betide the CEO who does not pay heed. Investors have grown ever less patient with chief executives whose numbers fail to meet the Street’s expectations.

Consulting firm Booz Allen Hamilton studied chief-executive succession at the world’s 2,500 largest public companies and found that involuntary, performance-based turnover of chief executives reached a record high in 2002, accounting for almost 40 percent of all successions — more than triple the number of firings in 1995, the first year studied. And the standards for acceptable performance are growing more strict. In 2000, terminated chief executives underperformed those who retired voluntarily by 13.5 percentage points; by 2002, that “return gap” had shrunk to 6.2 points. [Full disclosure: I often contribute to Booz Allen's quarterly journal, strategy+business.]

As Allan A. Kennedy points out in “The End of Shareholder Value” (Perseus Books, 2000), most managers know their job is to improve the long-term performance of the companies they run. “But they measure value by the current movement of the stock price — even when they know this is only a crude approximation of the kind of calculation required if true shareholder value is to be achieved … what started as a focus on value has spiraled into a quarter-to-quarter race for results. Short-termism rules the day.”

What’s a company for? It cannot be about nothing more than procuring, producing and profiting any more than a life can be about no more than eating, sleeping and procreating. Charles Handy, the British management guru and social philosopher, puts it well: “The purpose of a business is not to make a profit, full stop. It is to make a profit so that the business can do something more or better. That ‘something’ becomes the real justification for the business. Owners know this. Investors needn’t care.”

Page, Brin and Schmidt know this too. The trouble is, they’re about to sell a part of themselves to the folks who need not, do not and will not care.

Most managers don’t commit fraud. But there is endless pressure from the Street to do acquisitions and mergers that rarely add value; to trim costs, even if it means short-changing research and development; and to reduce staff during downturns, even if that leaves the company spread thin for the next cyclical upswing. Most CEOs I know have even less regard for securities analysts or mutual fund managers than they do for business journalists, but that is the audience they have to play to. The Google guys can thumb their noses now, but they won’t be the hottest game in town forever. There is nothing in the Google model that looks unassailable to me, and once Microsoft, Yahoo and the rest start assailing there are bound to be some rocky quarters.

It’s crazy that shareholders are treated like owners or investors, when most are really neither. Traders typically buy in and out of a stock like Google within days if not hours; that’s not investing, it’s gambling. But once you take their money, you are answerable to them, multiple share classes or not. At a recent gathering of CEOs that I attended, the rough consensus was they spent 30 to 40 percent of their time dealing with the Street, and millions of dollars a year on fees to bankers, lawyers and auditors, all associated with being a public company.

Maybe Google had no choice. Maybe without Andy Bechtolstein’s $100,000 Page and Brin would still be in the dorm room. Maybe without Kleiner Perkins and Sequoia’s $25 million they could never have scaled the concept. Maybe Google had to turn to the public markets to pay them back. Maybe the lure of instant billions was too much for anyone to resist.

It’s too bad. But maybe, in another dorm room or garage somewhere, there’s a genuinely new company being born. Maybe this company understands that in today’s outsourced world the only truly essential capital is the intellectual kind; that employees are assets, not costs; and that ownership of your own destiny is priceless. I hope so.

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