Summary
The Hewlett-Packard board debacle may be long-remembered for adding the term pretexting - pretending to be someone else to obtain their private information - to the American lexicon. What may have been lost in the internal probes, congressional hearings and prosecutions is the frustration that many on the Hewlett-Packard board felt over leaks of information to the media. This frustration is understandable. There has been a lessening, and, in some cases, a cavalier disregard, of director decorum, especially confidentiality of director deliberations. The out-of-control spiral resulting from the leaks at Hewlett-Packard, one hopes, will serve as a wake-up call, not just a recognition that corporate investigations have limits but of the need to restore confidentiality to the boardroom. Director deliberations should always remain confidential until the board itself determines how and in what manner to disclose information to the shareholders and others. In the case Roy Disney brought against the Walt Disney Company, the Delaware Chancery Court noted that there are benefits to shareholders to receive information regarding their company.
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Extract
Directors and the Duty of Confidentiality
The Hewlett-Packard board debacle may be long-remembered for adding the term pretexting (pretending to be someone else to obtain their private information) to the American lexicon. What may have been lost in the internal probes, congressional hearings and prosecutions is the frustration that many on t...
See the full content of this document
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