Larry Ribstein has an interesting post on "The Lesson from HP," where he pins the debacle on corporate governance reform. More specifically, he argues (with support from Tom Perkins' lawyer, Viet Dinh) that HP illustrates the problems of distrust and infighting that follow naturally from the appointment of independent directors. Drawing big lessons from a single data point is always risky, but Larry claims to perceive a larger trend: "There will probably be few cases of an independent board failing as spectacularly as this one.  But, particularly in this post-SOX era where internal controls trump entrepreneurialism, this sort of scenario is unfolding more subtly in many boards."

In some non-trivial sense, Larry must be right. As directors transition from figureheads to monitors, internal tensions seem inevitable. This is a cost of having an active board of directors, which moves the analysis to the longstanding issue of whether independent directors add sufficient value to justify this and other associated costs. I will leave that question for a future post.

For this post, I am interested in focusing on another potential "lesson from HP," raised by one of my colleagues at dinner last night. This colleague has had extensive experience as an affirmative action officer at a major university and as as an organizational scholar. She wondered whether the events at HP might be related to the fact that women were in charge. Of course, the investigations were spearheaded by Patricia Dunn, and one of the principal officers in charge of the investigations was General Counsel Ann Baskins.

Gender might figure into this story in several ways. For example, women who are outsiders to the clubby world of corporate directors may rely too much on formal procedures and not enough on informal mechanisms. Women leaders may feel the need to be overly tough or results-oriented to overcome stereotypes of weakness in a way that men don't. Or the reactions to mistakes by women might be more harsh, with less forgiveness for error, than reactions to men. I am not sure whether Viet Dinh's W$J commentary can be attributed fully to Tom Perkins, but the forgive-and-forget attitude toward Mark Hurd stands in stark contrast to the condemnatory attitude toward Patricia Dunn, especially since Hurd and Dunn consulted together on the investigations.

It's hard to know whether any of these speculations has traction, especially from this distance, but if Larry ever pursues a study of corporate governance scandals in the "good governance" era, I would suggest including gender as one of the variables.

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