WILMINGTON, Del. (CNN/Money) -
And then, suddenly, it was over.
This week there were two and half days of grind-'em-down testimony in the trial brought by Walter Hewlett to overturn the shareholder vote to merge Hewlett-Packard and Compaq.
Early on, Walter Hewlett's camp made a good run of it, grilling HP CEO Carly Fiorina on the so-called "value-capture" reports, internal HP documents that showed management badly missing targets and concealing information from the Board of Directors.
But the HP side quickly righted itself, and by the end, was firmly in command. (Click here for more on the back-and-forth from earlier this week.) HP called Boeing CEO Phil Condit (no one asked if there's a relation to Gary), a four-year HP board member, as its final witness. The husky CEO, the model of probity and just-the-facts-ma'am confidence, essentially said, 'Carly is terrific and that the board is exceedingly well informed.' Walter Hewlett's lawyer didn't even bother cross-examining Condit.
A trial that began with such promise -- those value-capture reports seemed to be a real smoking gun, just like in the movies -- ended with nearly everyone believing the plaintiff, Walter Hewlett, had lost.
So was the trial worth the trouble? As Carly Fiorina likes to say when she's feeling emphatic: Absolutely. Walter Hewlett may regret the tens of millions of dollars he's spent fighting this merger. But the public got a lot out of it.
We learned, for instance, that nobody really believes there's a so-called Chinese wall in investment banks. For example, HP Chief Financial Officer Bob Wayman said he just assumed Deutsche Bank would support the merger because its analyst, George Elling, was positive on the deal. Never mind that Elling doesn't work for Deutsche Bank Asset Management -- those are the shareholders who would ultimately vote, and they're on the other side of the wall. Wayman knows the whole organization is capable of pulling together. That's just the way it works.
We also learned, from detailed explanations by Fiorina, what the meaning of "sandbagging" is in corporate America -- that is, guiding down expectations to make sure expectations are surpassed. (Good journalists do it too -- even if you think you can deliver a column by 2:00 p.m., you say you'll file at 2:30.)
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RECENTLY BY ADAM LASHINSKY
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This style of "under promise, over deliver" is a hallmark of Fiorina's merger goals. In HP's case, sandbagging explains why those "value-capture" planning documents showed such a bleak picture. Now some might equate with not telling the truth. You be the judge. Wait, strike that. The judge will be the judge.
Speaking of which, Chancellor William B. Chandler III of the Chancery Court of Delaware promised he'd rule "very quickly." He asked the two sides to file post-trial briefs by midnight Friday, which means he could rule as soon as Monday, probably by Wednesday. The spread between Compaq's value and its implied value based on HP's stock price has held steady since the second day of the trial, one sign that the market is fairly certain this deal is going through. A NY-based arb who's playing this spread says he guesses that a ruling that favors HP will send that spread pretty close to zero.
Then it really will be over.
Adam Lashinsky is a senior writer for Fortune magazine. Send e-mail to Adam at adam_lashinsky@timeinc.com.
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