Close
  • Latest News
  • Big Data and Analytics
  • Cloud
  • Networking
  • Cybersecurity
  • Applications
  • IT Management
  • Storage
  • Sponsored
  • Mobile
  • Small Business
  • Development
  • Database
  • Servers
  • Android
  • Apple
  • Innovation
  • Blogs
  • PC Hardware
  • Reviews
  • Search Engines
  • Virtualization
Read Down
Sign in
Close
Welcome!Log into your account
Forgot your password?
Read Down
Password recovery
Recover your password
Close
Search
Logo
Logo
  • Latest News
  • Big Data and Analytics
  • Cloud
  • Networking
  • Cybersecurity
  • Applications
  • IT Management
  • Storage
  • Sponsored
  • Mobile
  • Small Business
  • Development
  • Database
  • Servers
  • Android
  • Apple
  • Innovation
  • Blogs
  • PC Hardware
  • Reviews
  • Search Engines
  • Virtualization
More
    Home Latest News

      CA Pays Wyly $10 Million to Drop Proxy Battle

      By
      Stan Gibson
      -
      July 24, 2002
      Share
      Facebook
      Twitter
      Linkedin

        Computer Associates International Inc. bought peace from dissident shareholder Sam Wyly for $10 million. In exchange, Wyly agreed to desist from all proxy battles for five years and to extend an existing non-compete agreement to five years. CA also agreed to add one more independent board member.

        Wyly, through his firm, Ranger Governance Ltd. of Dallas, had been seeking to displace five CA board members, including CA founder and Chairman Charles Wang, President and CEO Sanjay Kumar, and Executive Vice President Russell Artzt. The proxy fight followed by a year Wyly and Rangers failed attempt to replace the entire board of directors. This years fight cited many of the same issues as last years, key among them the poor performance of CAs stock. Wyly, whose firm was acquired by CA, owns millions of CA options. His options are unaffected by the deal.

        CA announced that its Corporate Governance Committee will nominate an additional independent director and the entire board will vote on the nomination, most likely before the end of the calendar year.

        Despite the payoff, both parties sought to clothe the deal in language of corporate governance reform. In a prepared statement, Kumar said, “We are pleased to put this matter behind us. In conversations with Ranger over the last few days, it has become clear that Ranger and we are largely in agreement on corporate governance issues. And we are pleased that many of their suggestions have already been incorporated in our Corporate Governance Principles announced in May and contained in our recently filed preliminary proxy. In particular, we agree with Rangers thesis that companies with good corporate governance will in the long run be awarded a premium by shareholders.”

        CA previously added four new board directors. In response to Wylys battle last year, CA hired a corporate governance consultant to suggest improvements to the companys governance procedures.

        Perkins

        : CA Made Great Strides”>

        Perkins: CA Made Great Strides

        Stephen Perkins, president of Ranger Governance, said in a statement, “At a time when many boards are being broadly criticized for having failed to exercise good oversight, we are pleased to see that CA has made great strides in the corporate governance area. We believe Ranger has played a very important role in raising important issues at CA and in encouraging them to focus on good corporate governance. We believe that the Companys new independent directors–and its process for identifying new directors–will ensure that the Company adheres to its stated principles and that this will benefit shareholders. Our goal has always been to focus on providing value for all shareholders and we are confident that CAs Board is well positioned to do just that.”

        Wyly offered this statement, “With the changes that CA has made, and under the leadership of Sanjay Kumar and his management team, I am confident that CA is on a course to being recognized as the gold standard in good corporate governance. CAs new business model and demonstrable focus on corporate governance should yield good results for all shareholders in the future. I am proud of Rangers role in this process of shareholder democracy.”

        “Wyly dropping the proxy fight is a positive for the company. CAs business needs focus in a very challenging competitive environment,” said Damian Rinaldi, an analyst at First Albany Corp. in Stamford, Conn.

        “Wylys pressure was a catalyst to get the CA management team to be more forthright. In the grand scheme of things, Wylys influence was positive, although more recently it was less positive,” Rinaldi said, adding, “CA still has to execute.”

        Another observer said the battle had positive results. “You can look at it as a reimbursement for the cost of last years battle, which has produced improvements in CAs governance,” said John Wilcox, vice chairman at Georgeson Shareholder Communications Inc., a proxy solicitation firm in New York. “I dont think its greenmail at all. There is a quid pro quo for the $10 million. There was a change in the behavior and attitude of CA.”

        Related stories:

        • Investors Raise Heat on CA
        • Rangers Perkins Seeks to Rescue CA
        • CA Adopts New Structure for Its Board
        • Interview: Kumar on CAs Battle Strategy
        • Commentary: CA Must Walk the Walk
        Stan Gibson
        Stan Gibson is Executive Editor of eWEEK. In addition to taking part in Ziff Davis eSeminars and taking charge of special editorial projects, his columns and editorials appear regularly in both the print and online editions of eWEEK. He is chairman of eWEEK's Editorial Board, which received the 1999 Jesse H. Neal Award of the American Business Press. In ten years at eWEEK, Gibson has served eWEEK (formerly PC Week) as Executive Editor/eBiz Strategies, Deputy News Editor, Networking Editor, Assignment Editor and Department Editor. His Webcast program, 'Take Down,' appeared on Zcast.tv. He has appeared on many radio and television programs including TechTV, CNBC, PBS, WBZ-Boston, WEVD New York and New England Cable News. Gibson has appeared as keynoter at many conferences, including CAMP Expo, Society for Information Management, and the Technology Managers Forum. A 19-year veteran covering information technology, he was previously News Editor at Communications Week and was Software Editor and Systems Editor at Computerworld.

        MOST POPULAR ARTICLES

        Android

        Samsung Galaxy XCover Pro: Durability for Tough...

        Chris Preimesberger - December 5, 2020 0
        Have you ever dropped your phone, winced and felt the pain as it hit the sidewalk? Either the screen splintered like a windshield being...
        Read more
        Cybersecurity

        Visa’s Michael Jabbara on Cybersecurity and Digital...

        James Maguire - May 17, 2022 0
        I spoke with Michael Jabbara, VP and Global Head of Fraud Services at Visa, about the cybersecurity technology used to ensure the safe transfer...
        Read more
        Cloud

        Why Data Security Will Face Even Harsher...

        Chris Preimesberger - December 1, 2020 0
        Who would know more about details of the hacking process than an actual former career hacker? And who wants to understand all they can...
        Read more
        Cloud

        Yotascale CEO Asim Razzaq on Controlling Multicloud...

        James Maguire - May 5, 2022 0
        Asim Razzaq, CEO of Yotascale, provides guidance on understanding—and containing—the complex cost structure of multicloud computing. Among the topics we covered:  As you survey the...
        Read more
        Big Data and Analytics

        GoodData CEO Roman Stanek on Business Intelligence...

        James Maguire - May 4, 2022 0
        I spoke with Roman Stanek, CEO of GoodData, about business intelligence, data as a service, and the frustration that many executives have with data...
        Read more
        Logo

        eWeek has the latest technology news and analysis, buying guides, and product reviews for IT professionals and technology buyers. The site’s focus is on innovative solutions and covering in-depth technical content. eWeek stays on the cutting edge of technology news and IT trends through interviews and expert analysis. Gain insight from top innovators and thought leaders in the fields of IT, business, enterprise software, startups, and more.

        Facebook
        Linkedin
        RSS
        Twitter
        Youtube

        Advertisers

        Advertise with TechnologyAdvice on eWeek and our other IT-focused platforms.

        Advertise with Us

        Menu

        • About eWeek
        • Subscribe to our Newsletter
        • Latest News

        Our Brands

        • Privacy Policy
        • Terms
        • About
        • Contact
        • Advertise
        • Sitemap
        • California – Do Not Sell My Information

        Property of TechnologyAdvice.
        © 2021 TechnologyAdvice. All Rights Reserved

        Advertiser Disclosure: Some of the products that appear on this site are from companies from which TechnologyAdvice receives compensation. This compensation may impact how and where products appear on this site including, for example, the order in which they appear. TechnologyAdvice does not include all companies or all types of products available in the marketplace.

        ×