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Sent: Friday, October 12, 2007 11:06 AM
Subject: Questions raised by reports of undisclosed payments and failure to protect CA corporate rights

Responding to some of your comments, the recent reports of new accusations and a court order barring company claims have raised what must be considered new questions about the board's performance of its responsibilities for the conduct of investigations and control of litigation.
It is certainly reasonable for an investor to ask whether board members knew about the unreported, indirect payments to director D'Amato, and, if not, why they had not at least done the kind of research performed by a Newsday reporter.  The following articles from 2002 about similar discoveries show (a) that the board, as well as its Special Litigation Committee and the court-appointed Examiner, should have been alert to the need for careful inquiry, and (b) that the board, and especially director D'Amato himself, should have been sensitive to the need to report the information to investors:
Regarding the court's determination that the company had failed to protect its rights, we must separate the issues concerning the professional responsibilities of lawyers from those concerning the fiduciary responsibilities of directors.  Legal issues will have to be decided by lawyers and the courts, not by investors.  What investors have to decide is whether the company's board members are satisfactorily performing their duties to assure that the company is being competently advised and represented by legal professionals, and are then taking whatever actions are in the best interest of CA and its shareholders.  This is how the CA board's own Special Litigation Committee summarized the professional and board responsibilities in its April 2007 report after a seemingly thorough investigation:
“…especially in situations as critical as the one that CA confronted, the professionals have a responsibility to take all necessary steps to make sure that the Board – and not just Company management – understands precisely what the professionals are, and are not, doing. But in the end, at all times, the onus is on the Board to actively and appropriately manage and supervise its professionals, and without having these understandings, a Board will not have the wherewithal to do so.”
The Forum's purpose, of course, is to serve the interests of investors in providing the information needed for their decisions, relating to buying and selling stock as well as to voting for directors.  Your advice of what is important to you will be welcomed to guide us.
             - GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212/605-0335



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