Thank you for sharing!

Your article was successfully shared with the contacts you provided.
On Aug. 29, one of the year’s most highly publicized corporate clashes, waged by Texas billionaire Sam Wyly and his company, Ranger Governance Ltd. of Dallas, against Computer Associates International Inc., will be decided. What initially looked like a victory for Islandia, N.Y.-based CA now seems less certain. Wyly’s last-minute decision to trim his board nominees to four from 10 and remove himself from the running, earned Ranger the endorsement of investor advisory firms Institutional Shareholder Services Inc. and Proxy Monitor Inc., both of which had at first backed CA. California Public Employees’ Retirement System also put its weight behind Wyly’s nominees. On Aug. 23, CA President and CEO Sanjay Kumar talked with The Deal‘s Cheryl Meyer about the battle for control over CA. The Deal: Less than one week remains until the proxy vote. What’s your game plan for the remaining days? Sanjay Kumar: We’re communicating to shareholders, making sure our message has been getting across to folks, letting them know what the facts are. TD: The New York State Common Retirement Fund, which owns about 1.5 million shares of CA stock, voted Aug. 23 to support CA’s current board of directors after a string of endorsements for Wyly. What does this mean for CA? Kumar: Everyone who is going to come out [to support us] publicly is meaningful. They’ve analyzed everything and believe CA’s management team and CA’s strategy is the right thing. TD: What’s your take on Wyly’s revised plan to elect four Ranger nominees to the CA board? Kumar: It’s still the Ranger group and Sam Wyly runs the Ranger group. Mr. Wyly in interviews has said “we’re going to push our plan,” and I think it creates an unworkable situation, a divided team. [CA] is adding more people to the board. The board will get stronger and stronger. [Wyly's board], it’s truly not independent. My management team has exposure to the board. They talk to the board, and imagine those people worrying about what happens, if three or four months down the road Wyly’s camp turns against us. TD: Why has Wyly’s camp so harshly criticized Charles Wang? Kumar: When you don’t have facts, you’ve got to attack something or somebody. They don’t have concrete things to attack, so they’re going to attack the founder of the company, and the feedback we’re getting is it’s mean spirited, ugly. A number of people have told me it’s “over the top.” TD: How do you explain why ISS and Proxy Monitor, came out in support of Wyly’s plan to replace Charles Wang? Kumar: I believe both of them in their initial reports came out and said that [Wyly's] plan for the company doesn’t make any sense. Both of them said “Yeah, we have some concerns about the company” and I think that as an olive branch said, “We’ll support a short slate.” My belief — and I’m speculating — is he came out with a short slate and [ISS and Proxy Monitor] were kind of stuck. TD: Why hasn’t Ranger decided to replace your seat on the CA board? Kumar: I think it’s because people are telling them that the company is doing okay. The stock is up 70 percent year-to-date, and [Ranger's] story wasn’t sticking. They decided to go for a short slate — more like a political campaign than a campaign that is good for the business. TD: If Ranger is successful in nominating four board members, will you stay on as president and CEO at CA? Kumar: I have not thought about operating with this board divided because I think it will be terrible for the company. I won’t be arrogant and predict victory, but I believe shareholders will vote for what’s good for the company. Copyright (c)2001 TDD, LLC. All rights reserved.

Want to continue reading?
Become a Free ALM Digital Reader.

Benefits of a Digital Membership:

  • Free access to 3 articles* every 30 days
  • Access to the entire ALM network of websites
  • Unlimited access to the ALM suite of newsletters
  • Build custom alerts on any search topic of your choosing
  • Search by a wide range of topics

*May exclude premium content
Already have an account?


ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2020 ALM Media Properties, LLC. All Rights Reserved.