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Shareholder Delegate Response to Proposed
Conditions for Providing Board Records
(July 22, 2005)
Copied below is the text of a July 22, 2005 letter from Peter
F. Brennan, acting as shareholder "Delegate" in relation to the June
27, 2005 demand for board records, responding to conditions proposed by John
L. Hardiman of Sullivan & Cromwell on
behalf of Computer Associates.
As stated in the letter, the Delegate accepted the proposed
form of confidentiality agreement and identified Thomas A. Dubbs of
Goodkind Labaton
Rudoff & Sucharow LLP as his agent for the review of records.* He also
asked for explanations of any basis for management's proposed restrictions of
the information that would be offered.
* A copy of the agreement as it was
ultimately executed can be downloaded from the following link:
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July 22, 2005
By telecopier:
212-558-3588
John L. Hardiman,
Esquire
Sullivan &
Cromwell
125 Broad Street
New York, NY
10004
Re:
Computer Associates International, Inc.
Demand for records
Dear Mr.
Hardiman:
Thank you for your July 15, 2005 letter.
Your
proposed form of confidentiality agreement is acceptable, and I’ve asked
Thomas A. Dubbs of Goodkind Labaton Rudoff & Sucharow LLP, who will be
acting as my agent in the review of records, to work with you in preparing
a version for execution. You can reach Mr. Dubbs by telephone at
212-907-0871.
Referring to your suggestions about what information might be provided
most conveniently, I welcome any process that will expedite the review of
information that shareholders will need for voting decisions in less than
a month (assuming your client follows its traditional schedule for an
annual meeting in late August). But I do not understand why you think it
would be appropriate to restrict the information as you propose, and will
appreciate your explanations of (a) any need to redact material which is
covered by your confidentiality agreement, particularly in relation to
board minutes which are prepared with the knowledge that they are open to
inspection, and (b) any basis for limiting our demand for records to
portions of the minutes rather than all of them. I am also unfamiliar
with the other Section 220 demands to which you referred, and will
appreciate your providing copies of them if they have any relevance to our
demand. It should be emphasized, though, that our purposes are to obtain
information needed for shareholder decisions about voting for directors,
and that this interest is not restricted to issues of their potential
legal liability relating to accounting fraud.
Very truly
yours,
Peter F.
Brennan,
as
Delegate
cc:
Thomas A. Dubbs, Esquire
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