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Could a name-change help CA?


June 28, 2005

As Computer Associates mulls dissociating itself from its scandal-ridden past by shortening its formal name to CA, a shareholder delegate is demanding to see eight years' worth of minutes of company board meetings to review director actions during the period of CA's accounting misdeeds.

With the announcement yesterday of a $7-million ad campaign highlighting "the new face of CA," the company told Reuters it was considering changing its formal name to simply "CA." A spokeswoman confirmed the company was considering the change "to move the brand and the company forward."

The move comes as Peter Brennan, a former chairman of the New York Society of Security Analysts' Committee for Corporate Governance, demanded in a letter - a copy of which was forwarded to Newsday yesterday - that he be given access to board minutes from 1998 to the present.

Gary Lutin, an investment banker who conducts a public CA shareholder forum that is overseeing the request, said Delaware law mandates that CA must turn over the minutes. CA is incorporated in Delaware.

Brennan, acting as a delegate for shareholder Leonard Rosenthal, a professor of finance at Bentley College, said in his letter to CA that the purpose of the demand is "to determine specifically how each director conducted his or her oversight responsibilities during the period of acknowledged management misconduct from 1998 to 2004." The CA spokeswoman said the company was reviewing the letter but declined to comment further.

CA last year reached a deferred prosecution agreement with federal authorities after acknowledging years of accounting misdeeds.

Lutin said the shareholder forum's review of the minutes will result in a report for shareholders to use in voting for directors at the upcoming annual meeting. He said he tried and failed in the past to get CA's cooperation in getting information about director performance. "We tried the polite and patient approach, which [CA] rejected," said Lutin.

Referring to board members who joined prior to 2004, he said, "These are people who were responsible for the oversight of management when there was admitted, pervasive criminal misconduct."

Separately yesterday, CA said it acquired Tiny Software Inc., a privately held developer of end-point security technology for Windows desktops and servers, for an undisclosed sum.

Copyright 2005 Newsday Inc.


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