When leaking is the right thing to do

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Most of the media coverage of HP’s scandal, including my own modest effort, has gone out from the assumption that corporate leaking isn’t nearly as bad as corporate spying. Of course we journalists think that, right? We’ve never met a leak we don’t like.

From the perspective of a shareholder in a publicly traded corporation, though, there are times when you want the board members to be blabbermouths, and times when you don’t.

The clearest example of the first case is where a director becomes convinced that management is harming shareholder interests. As Warren Buffett put it in his 1993 letter to Berkshire Hathaway shareholders,

a director who sees something he doesn’t like should attempt to persuade the other directors of his views. If he is successful, the board will have the muscle to make the appropriate change. Suppose, though, that the unhappy director can’t get other directors to agree with him. He should then feel free to make his views known to the absentee owners.

For a company with shares as widely held as HP’s, the absentee owners are everybody with a 401(k) and then some. Talking to the press is the simplest way for a disgruntled director to communicate with them. (Although these days he could also of course start a blog.)

The most ethically blameless course is to share one’s disgruntledness openly, providing quotes with name attached. That’s what HP heir and board member Walter Hewlett did when he came out against the company’s merger with Compaq in late 2001. In the process, though, Hewlett entirely burned his bridges with company management and most of his fellow directors. Not every disgruntled director is that disgruntled. So it’s not hard to imagine cases where a director shares his concerns anonymously, yet is legitimately looking out for the best interest of shareholders. A clear example of this can be found here, and a defense of such behavior here.

On the other hand, it’s pretty clearly not appropriate for a board member to divulge new products or strategies that management would prefer to keep under wraps. And sharing the details of board debates, while it can make for great journalism, can have a chilling effect on discussion that doesn’t do shareholders any good.

So where do HP’s leaks fit in the spectrum? I confess not to have read every last article written about the company from 2001 onward, but I suspect that a significant amount of the boardroom leaking in the final years of Carly Fiorina’s controversial reign fell in a netherworld between looking out for shareholders’ interests and just plain gossiping.

The particular CNET News article that got veteran director George Keyworth in trouble, though, was in a strange category of its own. In it, he anonymously discussed a board retreat and some of the long-term HP priorities that were outlined by management there. None of what he said surprised anybody who followed the company closely, but it’s understandable that CEO Mark Hurd was irked by it: What if executives had brought up something top-secret at the retreat?

When he resigned from the board Sept. 12, Keyworth said he had merely been trying to spread HP’s PR message, something he had been encouraged to do in the past by company executives. If that’s the case, though, why didn’t he consult with Hurd or other HP executives first?

Which brings us back pretty much to where we started. The leaking was at best questionable. The spying was at best dead wrong. And now, as Hurd has been directly linked to the spy campaign for the first time, it’s starting to be bad news for shareholders.

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