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


Letter to Chairman Urging Withdrawal of Payment Offer

(June 1, 2004)

Copied below is the text of a June 1, 2004 letter to Lewis S. Ranieri, Chairman of the Computer Associates board of directors, urging the withdrawal of the company's offer to pay $10 million from corporate funds to end government investigations of accounting fraud and management misconduct.

The letter was referred to in a June 6, 2004 New York Times column, "The Scandal That Refuses To Go Away."  The general issue of investor interests and public policy relating to penalty payments was also addressed in an April 29, 2004 speech by the Director of the SEC's Division of Enforcement, Stephen M. Cutler.


 575 Madison Avenue
 New York, New York 10022
 Telephone (212) 605-0335
 Facsimile (212) 605-0325
                                                             June 1, 2004


By telecopier: 631/342-6630


Mr. Lewis S. Ranieri

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749


Dear Mr. Ranieri:


            People who know you and other board members say that you are personally committed to making CA a model company.  Based on these views, I’ve been encouraged to suggest an opportunity for you to show the direction of your leadership.


            My suggestion is that you deal with the company’s recently reported $10 million offer to settle SEC charges.  As you must know, management’s effort to appease their investigators with corporate funds – the property of shareholders, the victims whose interests the investigators are protecting – has not improved investor confidence.  The reported offer has also generated confusion by focusing media and public attention on what amount of money is right, distracting everyone from the real issue of correcting what’s wrong.


            You should therefore withdraw the offer of shareholders’ money and, in its place, simply tell us what you will do to fix what needs to be fixed.  If you show that the current board understands the requirements of corporate integrity, I think the SEC and the public it serves will be convinced that there is no need to punish the company.  Most people know the difference between a lawyer’s plea bargaining and a leader’s promise of corrective action.  And they know the corrective action is what makes things work.


            You may recall, as I do, that a few months after you joined CA’s board in 2001 the executives who were then defining the company culture rejected my invitation to support an open “forum” exchange of information and views with investors.  I’m pleased that new standards of investment community communication are among your reforms, and I look forward to observing CA’s further progress.


                                                            Sincerely yours,




                                                            Gary Lutin



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.