Re: Caveat Emptor
Just to be clear: caveat emptor is no defence in cases of fraud*, which is probably why HPE is trying this on. However, the whole idea of due diligence is to provide the purchaser with the necessary tools and resources to uncover any such practices.
* Hence lots of consumer protection legislation expressly designed to protect purchasers. But then buying a software company cannot really be compared to buying a child's toy. I guess the closest parallel is probably buying a house and deciding whether to get a survey done or not. Even the best survey won't necessarily protect you from all risks, especially if the seller refuses to disclose them. But the first port of call for regress would normally be with the surveyor, who has to have professional insurance as a result.
In this case then HPE either has to demonstrate negligence on the part of KPMG or that Autonomy deliberately prevented KPMG from doing its job, in which case the sale should have fallen through. That they haven't gone after KPMG is hardly a resounding endorsement of the strategy and, hence, of their corporate governance. The fear of being gazumped encouraged them to rush the deal through against better sense and even, IIRC, the advice of KPMG.