July 21, 2005
By telecopier: 718-254-7499
Eric Komitee, Esquire
United States Attorney's Office
156 Pierrepont Street
Brooklyn, New York 11201
Re: Computer Associates International, Inc.
Dear Mr. Komitee:
Noting that John
Hardiman has sent you copies of his letters responding on behalf of
Computer Associates (“CA”) to the records demands of Peter Brennan, acting
as a shareholder “Delegate,” I invite your clarification of issues raised
by Mr. Hardiman, and also independently by many investors, regarding the
role of the US Attorney’s Office in relation to the provision of
information needed by CA shareholders for their voting and other
investment decisions.
These are the
questions that concern investors:
§
Is the US Attorney’s Office assuming any
responsibility for researching and reporting information that may be
relevant to investor decisions? For example, specifically, should
CA shareholders expect you to review and report all the facts about a
director’s performance that may be considered in voting for the
candidate’s re-election to the board? Or should shareholders expect to
see from you only the facts that are disclosed publicly in relation to
criminal charges, such as what was included with the Deferred Prosecution
Agreement?
§
Is the US Attorney’s Office assuming any
responsibility for deciding what information should be provided to
investors? Whether you would report the information yourself or
direct the company to do so, should investors expect you to determine what
facts they need to consider in voting for a board candidate, or in making
any other investment decision? In the case of a shareholder inquiry,
specifically, do you become involved in determining whether the
information demand is for a proper purpose?
§
What are the interests of the US Attorney’s Office in
a shareholder inquiry, and what should the shareholder and company do to
respect those interests? Being aware of your investigations
relating to CA, of course, I have been careful to keep you informed of
Forum inquiries and other activities so that you would have an opportunity
to address anything that might interfere with your efforts. Mr. Hardiman
and CA management have suggested the possibility of your more active
involvement in statements of their intent to seek your “approval” or
“clearance” of responses. Based on your observations in this case as well
as others, what do you think shareholders and the company’s management
should be doing to assure that you are informed about what interests you,
but not overly burdened by what does not?
Your responses
to these questions will be very valuable to public investors, not only for
their understanding of how you serve them but also, perhaps most
importantly, for their understanding of what they must do to serve
themselves. Please let me know what I can do to help clarify this
division of responsibilities.
Sincerely,
Gary Lutin
cc: Mr. Peter F. Brennan
Mr. Kenneth V. Handal
John L. Hardiman, Esquire
Lee S. Richards, Esquire