In 1999, Carly Fiorina became Hewlett-Packard's first chief executive from outside the company, ushering in a period marked both by transformation as well as division within the board and between directors and the CEO. The relationship between Fiorina, who was also appointed to chair the board soon after her hire, and HP's other board members was at first mutually supportive. However, the relationship soon became strained due to a proxy fight over the Compaq merger initiated by director Walter Hewlett, leaks to the press from board members, concern from directors about Fiorina's centralized management style, and the company's uneven financial performance. In January 2005, the board voted to fire Fiorina as CEO and chairman. In this case, students review Fiorina's term at HP and the actions of its board during her tenure to analyze several corporate governance issues such as techniques for handling dissent among directors and processes for bringing in new management.

Case id: 100601
Supplemental Materials: Teaching Note