HP Board In Conflict

One of those directors, Phil Condit, chairman and CEO of Boeing, said about 20 top HP investors support the $21 billion deal, which is opposed by fellow director Walter Hewlett.

"I care deeply about HP and its future and its success," said director Sam Ginn, retired chairman of Vodafone AirTouch, during a conference call last week. "I can't tell you honestly that I've made a decision [to leave or stay on the board, either. I'm just going to have to see how this plays out."

Condit said he, too, would not be able to answer any questions regarding conflict until after the merger is approved or rejected.

"I am very dedicated to the success of Hewlett-Packard," Condit said. "I will address that conflict in me if we get to that point. I just don't know."

Added Ginn: "When we say we have a fiduciary responsibility, what that suggests is we don't walk away and pout. If we decide to leave the board, we do it in a professional way. We make sure there is continuity there for our successors."

Both the Hewlett and Packard families and their charitable foundations have voiced opposition to the merger. But Hewlett in a recent statement seconded the sentiments of fellow board members,a rare occurrence since the dispute began.

"We know that the directors of HP are professional people, and we are confident that if they have any conflicts over the merger's defeat they will deal with them in a professional manner," Hewlett said. "We share a common interest in stability, and we are glad that these directors have reassured HP stockholders on any concerns they may have had in this regard."

And while agreeing with Ginn and Condit that the board would meet its fiduciary responsibilities, Hewlett nonetheless came out swinging on another issue, saying that if the merger is shot down HP Chairman and CEO Carly Fiorina would need to be replaced.

Some solution providers expressed surprise at the notion.

"I am shocked at the tone Mr. Hewlett directed toward Carly Fiorina," said Paresh Desai, director of IT at Future Computing Solutions, a Yorba Linda, Calif., solution provider. "By using this tone in his conference call, I strongly believe Mr. Hewlett is hurting the very organization he is trying to save."