The specter of Sam Wyly is once again haunting Computer Associates International Inc.
Ranger Governance Ltd., the corporate governance activist wing of Wyly's investment firm, filed suit Tuesday against CA and a dozen of its current and former employees, seeking to recoup more than US$1 billion in compensation paid to top executives while CA perpetrated an accounting fraud.
Ranger's suit is a derivative action, a type of suit brought on behalf of a company by shareholders who believe the company's directors are not properly protecting the company's interests. The lawsuit seeks reimbursements from the 12 defendants, but seeks no money from CA. Any financial judgment awarded in the case would be paid to CA. Ranger has also asked the court to award a judgment covering its costs in bringing the lawsuit.
Ranger's lawsuit targets former CA chief executives Charles Wang and Sanjay Kumar, along with the four former finance department employees who have already pleaded guilty to charges including securities fraud and obstruction of justice. Also among the dozen named in Ranger's complaint are two current CA employees, co-founder and executive vice president Russell Artzt and Gary Quinn, a former top sales executive who now heads CA's partner initiatives.
The case stems from CA's admission of a scheme that led to improper booking of $2.2 billion in revenue over a period of nearly two years, as part of an effort to artificially inflate the company's quarterly sales reports. CA recently completed a two-year internal investigation of the fraud and restated results from its 2000 and 2001 fiscal years. It also shed more than a dozen executives directly connected with or implicated in the fraud.
CA and several of those former executives remain the subjects of an ongoing government investigation expected to lead to further criminal and civil charges.
Wyly, an entrepreneur who once sold a software company to CA, gained a national profile three years ago, when he launched a proxy battle to reshape CA's board and revamp the company's corporate-governance policies. His group didn't win the votes needed to replace members of CA's board, but the effort attracted significant support from shareholders and governance advocates frustrated by CA's missteps. After the fight, CA voluntarily reworked its governance structures and replaced most of its board.
Wyly was set for a second round of wrangling with CA in 2002 until a $10 million settlement payment from CA convinced him to back off. As part of that deal, Ranger Governance signed a five-year agreement not to initiate further proxy actions against CA.
Tuesday's lawsuit criticizes CA's board for not seeking to recover salary and performance-based compensation from executives involved in the accounting fraud. Dallas-based Ranger filed the suit in the U.S. District Court for New York's Eastern District, which has authority over Islandia, New York-based CA.
"The majority of the directors is not motivated to discover the extent of the corruption at CA," the complaint said. "The board of directors has failed to 'do the right thing,' and has allowed Wang, Kumar and the other defendants to retain their undeserved wealth while letting the scandal of CA's corruption fade into unpleasant memory."
CA said in a prepared statement that it "is continuing to review the matter of compensation given or due to the individuals subject to the government investigation." A spokesman declined further comment on the lawsuit.
CA is currently led by an interim chief executive, board member Kenneth Cron, while the board searches for a new, permanent leader. Chairman Lewis Ranieri is leading the company's effort to settle with government investigators. CA recently offered to pay $10 million fine, but has not discussed the government's response.
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