Wyly Ramps Up For Another Board Battle

June 27, 2002 (PLANSPONSOR.com) - Texas billionaire Sam Wyly, who last year waged an unsuccessful fight for control of Computer Associates International Inc. is taking another shot.

Ranger Governance, a group led by Wyly, will nominate candidates to five seats on the 11-member Computer Associates (CA) board of directors, according to Reuters, citing Securities and Exchange Commission filings.

Shareholders are scheduled to vote on the board at a meeting in August, which is likely to focus on the company’s anemic share price, which has fallen by half since last year’s proxy fight. The company’s credit rating has also been slashed.

Ranger Governance is seeking a minority presence on the board, and Wyly will not be a candidate. Last year Wyly attempted to replace the entire board, and slot himself in as a director and chairman.

When Ranger Governance failed to gain enough shareholder support, he scaled back his bid by putting trimming his slate to four nominees (see Strategy Shift Gains Support for Rival Computer Associates Slate ).

But after CA’s management vowed to improve customer relations and corporate governance, a number of institutional shareholders took the side of the incumbent board and the Wyly only managed to garner 30% of the vote (see Insiders See Computer Associates Winning Proxy Battle ).

The fight may be easier to win this time around, since the company is the subject of two federal investigations into its accounting practices at a time when the issue has shareholders’ attention.

Wyly, who holds options for 1.48 million Computer Associates shares, is seeking to oust the following board members:

Chairman Charles Wang
Chief Executive Sanjay Kumar,
Executive Vice President Russell Artzt,
Former US Senator Alfonse D’Amato, and
Willem De Vogel