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The New York Times
 
June 6, 2004

GRETCHEN MORGENSON

The Scandal That Refuses To Go Away

By GRETCHEN MORGENSON
 

COMPUTER ASSOCIATES, embroiled in one of the nation's longest-running accounting fraud investigations, announced on Friday that Sanjay Kumar, its chief software architect and former chief executive, was finally making his exit.

Bloomberg News

Sanjay Kumar said he is leaving

Computer Associates altogether.

In a blinding glimpse of the obvious, Mr. Kumar, who clung to the company even as investigators from the Justice Department and the Securities and Exchange Commission inched closer, said: "It has become increasingly clear to me in the past few days that my continued role at C.A. is not helping the company's efforts to move forward."

Is the company really trying to move forward? Mr. Kumar's defenestration is only the last in a line of disappointingly incremental moves by Computer Associates International to clean house. The company does not seem to understand that such big problems - a recent $2.2 billion restatement of sales booked during 1999 and 2000 and a federal investigation that has produced four guilty pleas among former managers, including a chief financial officer - require decisive and comprehensive action.

Lewis S. Ranieri, a Computer Associates director since 2001 and former Wall Streeter, is running the company now. It is something of a mystery why Mr. Ranieri, known as an aggressive trader in his years at Salomon Brothers, has not acted more boldly to set the company on a fresh course.

Associated Press

Lewis S. Ranieri

An especially odd move was the company's ludicrously lowball, $10 million offer to the United States government to make the twin investigations go away. The offer, described as "initial," was disclosed in a company filing last month.

The $10 million offer matches what Computer Associates paid two years ago to Sam Wyly, a dissident shareholder, to get him to pipe down. Mr. Wyly, a Texas investor, accepted the money and dropped a challenge he had made to elect five new members to the Computer Associates board.

Maybe the company figured that what worked with Mr. Wyly could work with Uncle Sam. But offering the same amount to the government investigating allegations of accounting fraud seems wildly inappropriate, to put it mildly.

An even larger question is this: What's up with the notion of offering $10 million of shareholders' money to settle with the government? If the government finds that management misconduct occurred at Computer Associates, it seems wrong to ask the shareholders to pay for a settlement.

GARY LUTIN, an investment banker at Lutin & Company in New York, conducted a nonpartisan forum for Computer Associates' shareholders during a proxy fight in 2001. In a letter last week, he asked Mr. Ranieri to withdraw the offer and instead tell shareholders what he was doing to fix the company. "As you must know, management's effort to appease their investigators with corporate funds - the property of shareholders, the victims whose interests the investigators are protecting - has not improved investor confidence," Mr. Lutin wrote.

Dan Kaferle, a Computer Associates spokesman, said that Mr. Ranieri had received the letter but that the executive would not comment on it.

By the way, there is still no word on whether Mr. Kumar will have to give up any of the outsized pay he received for the years in which Computer Associates has restated its results. In 2000, for example, he received $13 million in salary, bonus and restricted stock awards. Lawyers for Mr. Kumar have said he has done nothing wrong.

"Decisions on compensation have been deferred until the resolution of the government's investigation," Mr. Kaferle said.

Why? "The government is investigating whether the accounting miscalculations were a result of criminal conduct," Mr. Lutin said. "But there is no question about whether the numbers were miscalculated, so why does the company need to wait for the result of the government's investigation to adjust compensation?"

And last April, Mr. Kumar received $7.6 million in restricted Computer Associates stock, which vests over the next three years.

Unfortunately for investors, Computer Associates is by no means alone in responding so glacially to crisis. A study conducted for the Center for Corporate Change in Beaver Creek, Colo., found that many companies continue to reject major change. R. Bruce Hutton, a marketing professor at the Daniels College of Business at the University of Denver, helped conduct the study. He said: "While external forces - legal action, investor pressure - have gotten stronger, the internal abuses - accounting fraud, consumer misrepresentation, even compensation - actually seem to have gotten worse."

Some companies and people "get it," Mr. Hutton said, and are doing what's right.

But the overall picture remains dispiriting.

"I don't think anybody believes that we've seen the end of the discovery process of how broke the system is," he said. "The problem is us, and that we've lost our bearings in some kind of systemic way."

Agreed.

 

Copyright 2004 The New York Times Company

 

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