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Request for US Attorney's Clarification of Responsibilities to Provide Information Needed by Investors

(July 21, 2005)

Responding to issues raised by Computer Associates as well as by some investors in relation to the June 27, 2005 shareholder Delegate's demand for records, the letter below asked the United States Attorney's Office to clarify their responsibilities for the provision of information needed by shareholders.

Copies of the letter were also sent to Peter F. Brennan, acting as shareholder Delegate; Kenneth V. Handal, executive vice president, general counsel and corporate secretary of Computer Associates; John L. Hardiman of Sullivan & Cromwell, representing Computer Associates in response to the Delegate's demand for records; and Lee S. Richards of Richards Spears Kibbe & Orbe, serving as the Examiner recently appointed pursuant to the Deferred Prosecution Agreement.




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


July 21, 2005


By telecopier: 718-254-7499


Eric Komitee, Esquire

United States Attorney's Office

156 Pierrepont Street

Brooklyn, New York 11201


Re:       Computer Associates International, Inc.


Dear Mr. Komitee:

            Noting that John Hardiman has sent you copies of his letters responding on behalf of Computer Associates (“CA”) to the records demands of Peter Brennan, acting as a shareholder “Delegate,” I invite your clarification of issues raised by Mr. Hardiman, and also independently by many investors, regarding the role of the US Attorney’s Office in relation to the provision of information needed by CA shareholders for their voting and other investment decisions.

            These are the questions that concern investors:

§      Is the US Attorney’s Office assuming any responsibility for researching and reporting information that may be relevant to investor decisions?  For example, specifically, should CA shareholders expect you to review and report all the facts about a director’s performance that may be considered in voting for the candidate’s re-election to the board?  Or should shareholders expect to see from you only the facts that are disclosed publicly in relation to criminal charges, such as what was included with the Deferred Prosecution Agreement?

§      Is the US Attorney’s Office assuming any responsibility for deciding what information should be provided to investors?  Whether you would report the information yourself or direct the company to do so, should investors expect you to determine what facts they need to consider in voting for a board candidate, or in making any other investment decision?  In the case of a shareholder inquiry, specifically, do you become involved in determining whether the information demand is for a proper purpose?[*]

§      What are the interests of the US Attorney’s Office in a shareholder inquiry, and what should the shareholder and company do to respect those interests?  Being aware of your investigations relating to CA, of course, I have been careful to keep you informed of Forum inquiries and other activities so that you would have an opportunity to address anything that might interfere with your efforts.  Mr. Hardiman and CA management have suggested the possibility of your more active involvement in statements of their intent to seek your “approval” or “clearance” of responses.  Based on your observations in this case as well as others, what do you think shareholders and the company’s management should be doing to assure that you are informed about what interests you, but not overly burdened by what does not?

            Your responses to these questions will be very valuable to public investors, not only for their understanding of how you serve them but also, perhaps most importantly, for their understanding of what they must do to serve themselves.  Please let me know what I can do to help clarify this division of responsibilities.







Gary Lutin



cc:        Mr. Peter F. Brennan

            Mr. Kenneth V. Handal

            John L. Hardiman, Esquire

            Lee S. Richards, Esquire


[*] “Proper purpose” is often challenged by corporate managers seeking to block shareholder demands.  The applicable Section 220 of Delaware's General Corporation Law states that “proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder.”



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