The end of the imperial CEO?

Don’t miss the discussion between the two foremost corporate law experts in the blawgosphere — Professor Bainbridge and Professor Ribstein (with an update here) — over the implications to the corporate model of the Hewlett-Packard Co. Board’s deliberations over limiting HP CEO (and notorious micro-manager) Carly Fiorina‘s managerial role in the company. Here is the Wall Street Journal ($) article and a free CNN Money article on the HP Board’s discussions.
Professor Bainbridge suggests that the HP Board’s actions foreshadow the end of the Imperial CEO era, while Professor Ribstein observes that HP’s troubles indicate a fundamental problem with the way in which control decisions are made within the inflexible corporate structure.
Meanwhile, HP shares are flat at $19.95 in morning trading on the New York Stock Exchange. In comparison, HP’s closing stock price was $18.22 on May 6, 2002, the day on which the company finalized its merger with Compaq Computer Corp that Ms. Fiorina orchestrated over strenuous opposition from several of HP’s longtime directors. Thus, two and a half years after Ms. Fiorina had HP pay $19 billion for Compaq, the market attributes virtually no value to the acquisition.
Given that scoresheet, it appears that HP has succumbed to both an Imperial CEO and a broken business model. In this Wall Street Journal column, Jesse Eisinger essentially says the same thing, and passes along this comment about Ms. Fiorina’s performance:

Ms. Fiorina has had more than 2Ω years since completing the merger in May 2002 to make it work. But H-P is still stuck in between high-end services provider IBM and master of the PC-as-commodity market Dell.
“I’m not sure anyone could have pulled this off,” says Merrill Lynch analyst Steve Milunovich. “I wouldn’t give her a high grade, but I wouldn’t call her a disaster.”
Alas, few CEOs envision epitaphs reading, “Not Disastrous.”

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