Forum Report: Board Opposition to Release of Report on Their Conduct

The latest round of communications with CA requires our review of the Forum program's purposes.

As you'll see in the CA lawyer's response, a copy of which can be downloaded from the link below, the company's current board of directors has clearly decided to oppose rather than support the Forum's request to publicly release all but the confidential parts of the Examiner's report about their efforts to establish corporate integrity. I have therefore responded with the letter copied below asking the lawyer to show whether he has any real basis for legal arguments, and in any event to simply tell the court what parts of the report they want to keep secret.

Putting aside the possible legal issues, CA's response must be considered by investors for its current management decisions (a) to oppose the release of information that must be relevant, one way or another, to the continuing questions about responsibility for past problems and cover-ups, and (b) to engage a defense lawyer who has been closely associated with the interests of current CA director Alphonse D'Amato, the subject of recent cover-up and hidden payment accusations that stimulated our request for the reports. These decisions suggest, at the very least, that we must be skeptical of management's claims that they've "transformed" the company and have nothing to hide.

This returns us to where we were when we started the CA Forum program in 2001, and when we restarted it in 2004 to address what seemed then to be lingering questions about management's assurances that they'd fixed everything. (Remember Kumar's repeated claims before being indicted in 2004 about making CA the "Gold Standard for Corporate Governance"?) And we're still looking at the same concern about shareholder value being impaired by management credibility issues that discourage the confidence of not only investors, but also of the customers, suppliers and employees the company needs to succeed in business. Here's the picture:

This long continuing situation is certainly frustrating. But both the value enhancement opportunity and the marketplace example justify a fresh, practical consideration of what shareholders might do to make CA the kind of company everyone claims that it should be. Please let me know what you think.

Lutin & Company

575 Madison Avenue – 10^th Floor, New York, New York 10022

Telephone: (212) 605-0335

www.shareholderforum.com

September 23, 2008

By email

Robert J. Giuffra, Jr., Esquire

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Re: SEC v. Computer Associates International, Inc.

Civil Docket No. 04-4088 (ILG)

and

USA v. Computer Associates International, Inc.

Criminal Docket No. 04-837 (ILG)

Dear Mr. Giuffra:

The letter you sent me yesterday is taken as a “no” answer to my suggestion that CA’s board support rather than oppose the provision of information needed by investors. I will therefore appreciate clarifications of your points so I can decide whether there are any real legal issues that may require my engagement of counsel.

Right to demand records: In your “First” point, I assume that quoting a couple of your factually accurate statements means that you do not intend to mislead the Court. Please let me know if you have any other basis for disputing my authority to act as a “Delegate” on behalf of a shareholder to demand records pursuant to Section 220 of the Delaware General Corporation Law.
Shareholder rights and Court authority: In your “Second” point, you state that CA has previously disclosed parts of the Examiner’s reports. If these disclosures were made pursuant to Court approvals, please provide records of those applications and orders. If there was some other basis for any of your referenced disclosures, please explain what it was and who decided it. In any event, I will appreciate your letting me know if you plan to argue that CA management, rather than the Court, has the authority to decide what information shareholders have a right to see.
Protective order for investigation: Your “Finally” point refers to a “protective order” as a basis for treating “all information obtained by the [Examiner]” as confidential, but the only protective order I could find is one dated March 31, 2005 and entered April 19, 2005 as Docket #10, and that order, together with its request letter (Docket #9), explicitly addresses investigative material and work product rather than the Examiner’s reports. Please let me know if there is another “protective order” that actually supports your argument.

In addition to these clarifications, you may recall that I had asked you in a September 18 email note to provide a copy of "a May 23, 2007 letter CA's counsel wrote to the Court" from which you quoted an excerpt on page 2 of your September 18, 2008 letter to the Court. I will appreciate your providing a copy of it now, as well as any record of the Court’s decision regarding its requested sealing of the Examiner’s report, since no record of either could be found in the Court’s list of filings.

Unless your response suggests a need to address legal issues first, I will be asking the Court to proceed with its review to approve disclosure of all parts of the Examiner’s reports that do not require secrecy, subject to any conditions the Court considers appropriate. Please let me know if you will need more than five days to provide the Court with CA management’s views of what specific parts of the reports should be kept secret, and why.

Sincerely yours,

Gary Lutin,

as Delegate

cc: The Honorable I. Leo Glasser (by fax)

Jason A. Jones (by fax)

Alexander M. Vasilescu (by fax)

Lee S. Richards, III (by email)

Gary R. Brown (by email)

William E. McCracken (by email)

John A. Swainson (by email)

Transition Investments, Inc.