Management Response to Requested Cooperation in Review of Director Candidates
(May 13-23, 2005)
Responding to a May 11, 2005 letter, CA management declined to provide the requested advice regarding the development of procedures for the Forum's independent review and reporting of information needed by shareholders about the past performance of directors standing for re-election. The following letters were exchanged, and are presented below in chronological order:
- May 13, 2005 letter from Kenneth V. Handal, Secretary, Executive Vice President and General Counsel of Computer Associates, to Gary Lutin of Forum (also available as download in PDF format, 53 KB)
- Text of May 13, 2005 reply of Mr. Lutin to Mr. Handal
- May 20, 2005 letter from Mr. Handal to Mr. Lutin (also available as download in PDF format, 66 KB)
- Text of May 23, 2005 reply of Mr. Lutin to Mr. Handal
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LUTIN & COMPANY 575 Madison Avenue New York, New York 10022 Telephone (212) 605-0335 Facsimile (212) 605-0325
May 13, 2005
By telecopier: 631/342-3300
Mr. Kenneth V. Handal Computer Associates International, Inc. One Computer Associates Plaza Islandia, New York 11749
Dear Mr. Handal: A fax copy of a letter was received from you this afternoon reporting CA’s compliance with certain conditions of the Deferred Prosecution Agreement, and also some rankings in a couple of scoring systems for corporate governance features. Although you referred to my May 11 letter, it was not clear how your reported information related to my request for your advice concerning a process for independent review of the individual qualifications of director candidates. Please let me know if you intend to respond to the substance of my letter. As indicated in my previous communications, I will welcome your cooperation.
Sincerely yours,
Gary Lutin
cc: Lee S. Richards, Esquire
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LUTIN & COMPANY 575 Madison Avenue New York, New York 10022 Telephone (212) 605-0335 Facsimile (212) 605-0325
May 23, 2005
By telecopier: 631/342-3300
Mr. Kenneth V. Handal Computer Associates International, Inc. One Computer Associates Plaza Islandia, New York 11749
Dear Mr. Handal: Your Friday afternoon letter, like your May 13 letter, does not respond to my request for your advice relating to processes for providing all investors, publicly, with the information they need. It is not clear why you referred to selective disclosure or the Examiner’s investigations as reasons not to cooperate. My May 11, 2005 letter in fact summarized provisions to comply with the securities laws to which you refer, suggesting conventional procedures established by Delaware courts to assure respect of confidential material in the preparation of a public report that would be made available to all investors, non-selectively. My letter also invited the Examiner’s advice on the process, since his reporting to the U.S. Attorney on CA’s compliance with the Deferred Prosecution Agreement may involve reviewing some of the same information that will be needed by shareholders for their voting decisions on director candidates. You were not asked to ignore securities laws. And, in turn, you should not expect shareholders to ignore their rights to obtain information about the candidates who seek to represent their interests. The question is whether you will cooperate to make the process as efficient as possible.
Sincerely yours,
Gary Lutin
cc: Lee S. Richards, Esquire
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