Forum for Shareholders of CA, Inc.

Forum Home Page

Pending Status

Forum activities relating to CA, Inc. are temporarily suspended pending release of a court-appointed Examiner's report on management compliance with a Deferred Prosecution Agreement.

CA Forum Home Page

CA Research Reference


Associated Press
Computer Associates Could See More Changes
Saturday September 25, 8:39 am ET
By Ellen Simon, AP Business Writer

Computer Associates Could See More Changes in Wake of Agreement With U.S. to Avoid Prosecution

NEW YORK (AP) -- At first glance, it might seem as if Computer Associates International Inc. has cleaned up its act. Yes, its former CEO and another top executive were indicted Wednesday for securities fraud and obstruction of justice, but they're no longer with the company. The five other former executives who have pleaded guilty to fraud or obstruction of justice are gone, too.

On Wednesday, the company agreed to pay $225 million to its shareholders and hire a monitor who will track compliance with a deal it made with the Department of Justice and the Securities and Exchange Commission to avoid criminal prosecution. Under the agreement, the company must add two independent board members, appoint chief compliance and chief accounting officers and train all employees on ethics.

The stock is up. But is the coast clear?

Not really, say some experts on corporate governance.

"There's a lot to be done," said Gary Lutin, an investment banker who advises institutional investors on corporate control issues.

The biggest target for criticism is the company's board. Most of its members weren't there when the alleged crimes occurred, but the question some critics ask is why the board didn't oust involved executives more quickly and whether the board members who oversaw the two-year investigation should remain with the company now.

"The board's history is one of simply reacting, and, in some cases, being dragged kicking and screaming," said Lutin.

One company faced with a scandal of similar magnitude, Tyco International Ltd., hired a new CEO after its previous chief executive was indicted for stealing from the company. The new CEO asked all the company's board members to resign.

"Given what happened, it's time to follow the Tyco example," said Charles Elson, chairman of the Center for Corporate Governance at the University of Delaware.

According to the indictment of Sanjay Kumar, the company's former CEO, and Stephen Richards, its former head of worldwide sales, executives and managers engaged in a widespread conspiracy to make the company's quarterly earnings look better than they really were by backdating contracts, a practice referred to inside the company as the "35-day month."

Executives met to plan strategy for stuffing new contracts into the previous quarter. They "cleaned up" documents by removing the time stamps from faxes and Kumar once flew to Paris to sign a deal that was falsely backdated, according to the indictment, filed Wednesday in New York federal court.

Backdating contracts was so common at the company that in the second quarter of 1999, it improperly booked revenue from deals worth $560 million, 35 percent of its reported revenue for the quarter, according to the indictment.

The executives also conspired to hide their actions from outside investigators hired by the board, according to the indictment.

Kumar's attorney, who has said his client is innocent, declined to comment for this article.

Some outsiders say the board's failure to determine what was happening was understandable. "Backdating is something the board could not find," said independent fund manager Robert Olstein. "The board isn't there on a daily basis."

But a two-year federal investigation of the company's accounting resulted in guilty pleas beginning in January with Lloyd Silverstein, who admitted he lied to federal prosecutors, FBI agents and Securities and Exchange Commission investigators in 2002. Silverstein, who ran the company's global sales operation, said the practice of backdating contracts was "widespread."

"How can they have people at the very top of the company pleading guilty in January and even the most diligent sounding directors do not call for the resignation of the CEO until four or five months later? said Jeffrey Sonnenfeld, associate dean of executive programs at the Yale School of Management. "Even if he (Kumar) is not complicit, he's the captain of the ship."

"It's shameful," Sonnenfeld said. "How could it have been much worse if there were no board of directors? What value did the board bring?"

The indictments cover a period ending March 31, 2000. The only outside director who was on the board then is former Senator Alfonse M. D'Amato, who joined in the board in 1999. A call to the offices of his Washington, D.C. lobbying firm was not immediately returned.

Other board members include Jay Lorsch, a professor of human relations at Harvard Business School, and Walter P. Schuetze, the former chief accountant for the Securities and Exchange Commission. Both men joined the nine-member board in 2002.

"The problem we faced is one that almost any set of directors in similar circumstances would face: We didn't know what we didn't know," said Lorsch. "Any board faced with this kind of alleged activity has the same problem: They have to get beyond whatever attempts are being made to hide facts from them and get to the facts. Boards aren't built to do that really well."

The board spent "literally millions and millions of dollars" on its investigation and some members spent "thousands of hours," he said. "Could we have done any differently? I don't think so. It's a process of investigation and discovery. It takes a long time and a lot of resources."

"It would have been great if we could have known faster what we know now," he said.

Kumar was forced out of his CEO position in April, but stayed with the company until June.

Asked if the board should have ousted Kumar earlier, Lorsch said, "The board is a board, not a jury or a judge. Our job is not to decide whether someone is guilty or not. All we have to figure out is, do we think he, in some way, should have known what was going on on his watch? We waited until we were convinced and we believed there was something happening on his watch that he should have known about."

The company's outside counsel, Robert Giuffra Jr., said, "I probably have been as close to this as almost anyone. I have never seen a board work harder or more diligently, in a difficult situation, to get to the truth. It's easy for people who don't know what the facts are to make unfounded and unjustified criticisms of this board."


The Forum is open to all Computer Associates ("CA") shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

The material presented on this web site is published by Gary Lutin, as chairman of the Shareholder Forum.