The discovery of the business relationship between HP and one of the
general partners of ISS is very interesting.  Astute observers of this
merger (drama) will recall that HP director Patricia Dunn, Co-Chairman and
CEO of Barclay's Global Investors, controls the votes of over 3% of HP
stock.  To "recuse" herself from any seeming conflict of interest she
directed that ISS vote her organizations shares according to their
recommendation.

One now must wonder if leaving such a large block of the vote in the hands
of ISS was truly impartial after all.  That 3% would have easily tipped the
scale the other way if the recommendation had been negative.  So, was the
recommendation independently arrived at?  Even this perception further
tarnishes the result of the merger vote.

HP management clearly had a duty to disclose the relationship with Warburg
which has some control over ISS.  By failure to do this HP has not only
placed itself in a bad light, but raises questions about the "solution"
used by Ms. Dunn to avoid a conflict of interest.

Something else for Walter Hewlett to consider for inclusion in his lawsuit
against HP.

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