Hanging Chads: Take 2 Scene: a Delaware courthouse. Plot: Carly and Walter go toe-to-toe. (Quick! Someone page Katherine Harris.)
By Adam Lashinsky

(FORTUNE Magazine) – Back in March, HP CEO Carly Fiorina made another of her famous promises. Referring to her deal-turned-family-squabble to merge HP and Compaq, she vowed there would be "no hanging chads" from shareholder ballots.

Like so many of her promises ... well, you get the drift. As FORTUNE went to press at the conclusion of a three-day trial in Wilmington, Del., lawyers for HP and for dissident scion Walter Hewlett were filing final arguments to a Delaware judge, who promised to rule "very quickly" on Hewlett's request that he toss out the vote. Most trial watchers expected a legal victory for HP, as did Wall Street, which has stopped punishing Compaq's shares as of late. Regardless of Chancellor William B. Chandler III's decision, the merger fight--and its messy aftershocks--will likely drag on indefinitely. Here's why.

THE SNAKE PIT Final certification of the vote is expected by the end of April, after which things could get really ugly in what proxy experts call (we're not making this up) the "snake pit." Opponents in a proxy fight hole up in a room and determine card by card whether the vote has been counted correctly. It sounds a lot like Florida, but it's actually in Delaware, where official vote counter IVS Associates is located. During the trial, Hewlett's lawyer suggested that phase of the voting process could take as long as 30 days. That would push the merger date well beyond HP's current target close of May 7.

THE LITIGATION TRAP Hire a litigator as your advisor--as Walter Hewlett did when he retained onetime Charles Keating defense lawyer Steve Neal--and you're likely to get litigation. A plaintiffs attorney or two lurked in the Wilmington courtroom as well. Don't be surprised if some of Fiorina's many promises reiterated during the trial, including lofty cost savings, end up in shareholder suits down the road.

This trial certainly won't end with Chancellor Chandler's decision; both sides have motive to appeal the chancery court's opinion to the Delaware supreme court, a process that would take another couple of weeks. "Its hard for me to see that either side would fail to take this to the last step," says William O. "Clipper" LaMotte III, a litigation partner with the Wilmington firm of Morris Nichols Arsht & Tunnell. The company certainly would appeal if it loses, says LaMotte. As for Walter, "I think he feels as if he carries an obligation to 48.6% of the shareholders [who voted against the merger]." It's also possible that Hewlett could file suit to challenge the vote count.

THE REGULATION BRIGADE Even Walter Hewlett's lawyer seemed to give up early on one of his allegations--that HP coerced Deutsche Bank to change its vote--calling the evidence "circumstantial but powerful." Circumstantial evidence doesn't cut it in court, but the powerful stuff should be of great interest to the Securities and Exchange Commission, the U.S Attorney's office in New York, and even New York State attorney general Eliot Spitzer. Revelations during the trial about HP's relationship with various units of Deutsche Bank may prove to be more of a problem for the giant financial-services company than for HP. Nonetheless, they threaten to keep HP entangled for months.

E-mails, phone-call transcripts, and other facts unearthed during the trial show that just a month before the vote, HP quietly hired Deutsche Bank to help out on the proxy fight. (Deutsche Bank stands to reap a fee of up to $2 million if the merger goes through.) Then Deutsche's supposedly independent asset-management arm changed its vote at the last moment and supported the deal. HP has said that the Feds are examining the situation, and a spokesman for Spitzer says the attorney general is keeping tabs too. Says one arbitrageur who attended the Wilmington trial: "The SEC could rake [HP] over the coals on this, and it doesn't care if it's now or in several months."

THE EXECUTION QUESTION Oh, that. Assuming this merger ultimately does go through, management faces the daunting multiyear process of merging the two companies, tossing out overlapping products, and axing upward of 15,000 employees. Not to mention that morale, at least at HP, is lower than ever. Kind of makes you wonder which will be more difficult: eight months of hand-to-hand combat, or the far longer effort to rebuild in peacetime.

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