Advisory firms back Wyly in CA fight

The proxy fight by Computer Associates (CA) shareholder Sam Wyly to alter the composition of the company's board of directors...

The proxy fight by Computer Associates (CA) shareholder Sam Wyly to alter the composition of the company's board of directors gained momentum this week.

A second institutional investor advisory firm has now switched its recommendation and urged its clients to vote for Wyly's slate of dissident directors.

Institutional Shareholder Services switched its recommendation on 20 August, following the lead of fellow shareholder Proxy Monitor, which threw its support behind the dissident nominees late last week.

Both firms changed their recommendations after Wyly revised his bid and removed himself from the group of nominees fielded by Ranger Governance, his investment firm. Ranger had originally sought to displace all 10 of CA's directors and assume total control of the firm. The group is now angling to place four new directors on CA's board.

The outcome of Ranger's proxy bid will be announced at CA's annual shareholder meeting on 29 August.

Proxy Monitor considers CA to be "a poorly governed company," the firm said in an addendum to its original recommendation report.

"We are troubled by several matters in Mr Wyly's past, and are not prepared to recommend that shareholders cede total managerial control of CA to Ranger. On the other hand, we believe that replacing Mr Wang and three other incumbent directors with a minority of Ranger nominees would bring a welcome breath of fresh air to the board," the firm wrote.

"Whatever its past glories, Computer Associates clearly seems to be a company in need of new direction. ... We think [Ranger's] four nominees should be given a chance to reinvigorate the company."

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