Why Are Some Stars Of Silicon Valley Getting Into Trouble?
It used to be the whiff of scandal was given off by companies in the financial category of "soon-to-be distressed." Some Enron-like bit of accounting irregularities would be exposed as an early warning signal, and not long thereafter, things would fall apart.
These days, however, some of the very best companies in Silicon Valley -- places where no one doubts their prospects -- are the ones having problems with the law.
The idea that a director of Hewlett-Packard would be indicted in connection with the performance of her official duties, as happened to former chairman Patricia C. Dunn last week, is surely among the least-likely business events of the year. So is the fact that H-P's board might be compared with the Nixon White House, as occurred two weeks ago during a congressional hearing into the company's catastrophic leak investigation.
Actually, there is a link between H-P and the Nixon White House. Hewlett-Packard co-founder David Packard served as the deputy secretary of defense for the first Nixon Administration. That appointment, though, was a sign of the man's probity; it was a case of a respected, patrician California executive (Silicon Valley barely existed in 1968) being called to Washington to do public service for his country.
And so it was with H-P. It was the industry's class act; the worse you could say about it was that it was a little dull. There may be a few companies that you can imagine hiring gumshoes to trail reporters and pore over phone records of board members, but H-P was never among them.
The company got its start selling measuring equipment, but those who took it over the cliff in the past few months appear to have lost all sense of scale. Leaks from board members probably aren't at the top of the list of best practices for corporate governance, but there are many things that are much worse, such as recreating the atmosphere of a Medici court in the top ranks of your company. Or suffering the consequences of having created a hazy chain of authority, involving contractors and subcontractors, where someone two degrees of separation away ends up bringing out the prosecutors for actions such as getting phone records via "pretexting," as has been charged in H-Ps case.
In comparison, reading leaked stories about your company doesn't seem so bad, does it?
Indeed, the occasional leak -- which is really all that H-P had to contend with -- is just the flip side of being a high-profile operation. The proper response is to lock all the directors in the board room, give them a good talking to about acting like adults and then hope for the best.
One of the ironies of the events of the past few weeks is that the other company currently dealing more than it would like to with a branch of the government -- Apple Computer -- is actually the one with the fixation on leaks.
The company is famously secretive. For instance, it seems to scarcely tolerate bloggers. (It is a source of never-ending puzzlement to this columnist that the blogosphere venerates the essentially blog-free Apple while forever mocking Microsoft, where even the cafeteria workers have their own blogs.)
The company's penchant for secrecy has First Amendment implications, too. Apple has launched several high-profile lawsuits against outside Web sites that printed leaked information about upcoming Apple products. What most people would call a scoop, it has tried to get a court to call a misappropriation of intellectual property.
Apple, however, wasn't busted for trying to plug leaks, but instead, for backdating stock options, a practice -- like pretexting -- that essentially no one had heard about before this year. Or, more precisely, no one in the public had heard of backdating, even though companies both inside and outside of the technology industry seem to have practiced it regularly until Mr. Sarbanes and Mr. Oxley made it clear that boards would need to make sure their executives didn't do it.
Apple admitted last week to backdating options, and faces shareholder lawsuits as well as continuing questions by the SEC and a Federal prosecutor who has already indicted others in connection with backdating. Steve Jobs was forced to issue an apology. It's not expected that much worse will happen to him, though the outlook for other current and former Apple executives isn't as clear.
How do bad things happen at good companies? Usually quickly, without a lot of questions being asked, and with the assumption being that if other people are doing it, it's probably OK. Instead of yeses, there are mumbles and shrugs.
But these sorts of legal gray areas have a nasty habit of changing their color with the passage of time. Now, both pretexting and backdating stock options couldn't be more black and white.
Both H-P and Apple were, before recent events, the models of upstanding companies. At their core, they still are. That they now could be in the difficulties they are doesn't augur well for other companies. Maybe the secret of staying out of trouble is never to take a shrug for an answer.
硅谷企业怎么了？
过去，往往是那些财务上陷入困境的企业会出现丑闻。刚开始，那些公司会曝出类似安然公司(Enron)那样的会计违规行为，之后不久，整个公司便土崩瓦解了。
可如今，硅谷的某些一流企业也是官司缠身，尽管在硅谷没有人会质疑它们的前景。
相关报导
? 惠普让女人走开？
? 惠普股票光彩依旧
? 苹果电脑对期权的调查或存在利益冲突
是啊，有谁会想到惠普的一位董事会因其工作表现而遭到起诉呢？不幸的是，这样的事近来发生在该公司的前任董事长帕特里夏?邓恩(Patricia C.Dunn)身上，这无疑是本年度美国企业界最出人意料的事件了。同样让人感到意外的是惠普的董事会堪与尼克松(Nixon)担任美国总统时代的白宫相比了，数周前，美国国会对惠普公司的泄密调查丑闻举行了听证会。
实际上，惠普与尼克松时代的白宫确有联系。该公司的创始人之一戴维?帕卡德(David Packard)曾担任尼克松第一届政府的国防部副部长。不过，该项任命表明帕卡德是个正直的人，这位受人尊敬的加州企业高级管理人员应邀加入政府为国家效劳（1968年的时候硅谷还没有成形）。
惠普过去也是这样：它是行业楷模；至于缺点嘛，至多是该公司有点沉闷。你可以想像有那么几家公司雇用侦探追踪记者，还调查公司董事的电话记录，但惠普肯定和这种行径不沾边。
惠普是以出售电子测试仪器起家的，但是在过去几个月里那些卤莽行事的人好像一点都不懂得把握测试中的平衡。从公司治理角度来看，公司董事泄露内部信息一事自然不是什么好事，但是还有很多事情要糟糕得多，例如公司高级管理层模仿美第奇宫廷的作派。还有就是建立起界限不清的权力链，结果是自食其果，下两级的人向检察官提起诉讼，指控有关部门采用暗访调查手段、假冒他人身份获取他人的电话记录，而这正是惠普遇到的麻烦。
与之相比，如果你所在的公司出现了泄密新闻，也不算太糟，不是吗？
事实上，惠普需要面对的仅仅就是公司机密的偶尔泄露，而这也是作为一家知名公司需要付出的代价之一。正确的反应是召集公司所有董事，和他们好好谈谈，要求大家以成人的方式处世，并希望事情得到圆满地处理。
对于过去几个星期发生的事情，具有讽刺意味的是，另一家目前正在接受政府部门调查的公司却对保护公司机密有着近乎苛刻的规定，它就是苹果电脑公司(Apple Computer)。
苹果电脑的神秘是出了名的。例如，该公司几乎就容忍不了博客。（为此本人也非常困惑，为什么博客圈子里的人都那么敬仰基本上与博客绝缘的苹果电脑，却不停嘲讽连公司餐厅员工都写博客的微软公司。）
苹果电脑对公司机密的严格规定颇有美国宪法第一修正案的意味。该公司已经对外部网站提出了好几起诉讼，闹得沸沸扬扬，起因是这些网站登载了苹果电脑即将上市的新产品的信息。在大多数人看来可能是独家新闻的东西，苹果电脑却偏偏要让法院将其定为侵犯了公司的知识产权。
不过，这次政府调查苹果电脑与其保密行为没有关系，而是因为该公司涉嫌回溯股票期权生效日。与假冒他人身份获取他人的电话记录一样，人们在今年之前根本没听说过还有这样的事。或者更准确地说，是公众从未听说过股票期权生效日回溯的问题，尽管高科技业内外似乎早就这么做了，直到萨班斯─奥克斯利法案(Sarbanes-Oxley Act)明确规定公司董事会必须确保管理人士不存在这样的行为。
最近，苹果电脑承认公司存在股票期权生效日回溯行为。该公司不仅面临股东的起诉，还面临美国证券交易委员会(SEC)以及联邦检察官的进一步调查。此前，联邦检察官早已对另外几起类似的行为提起了诉讼。史蒂夫?乔布斯(Steve Jobs)已经被迫向公众道歉。预计他本人面临的处境最差也不过如此，然而苹果电脑现任及前任高级管理人员的命运却没有这么明朗了。
为什么好公司也会出现这些糟糕的事情呢？其实好的企业也是这样想的：如果别人都这么做，那也许我们这么做也没什么问题。因此，它们通常也不会刨根问底，很快就做了决定。当然，这些公司内也有人对此表示不满和遗憾。
但是这些法律上的灰色地带会随着时间的流逝而改变颜色。如今，假冒他人身份获取他人的电话记录和股票期权生效日回溯行为均属违法，这一点再明确不过了。
在上述事件曝光之前，惠普和苹果电脑都是杰出企业的典范。当然从本质和核心上说，它们今天依然是。目前它们面临困境并不意味着其他公司就少了对手，今后的日子会好过一点。也许避开麻烦的秘诀就是在寻求问题答案的时候，绝不要想当然。
Lee Gomes
