A proxy fight

A Dallas investment group on Thursday announced it is launching a proxy fight designed to replace Computer Associates' (CA) current board of directors in an effort to right what it believes is a sinking ship. The investment company, Ranger Governance, is proposing that CA's board of directors be replaced by its own set of nominees. A proxy fight is an attempt to convince the majority of shareholders in a company to vote for a specific proposal. Gaining control of a company by winning a proxy fight prevents the acquiring company from paying a premium price for the acquired company, according to Barron's Dictionary of Finance and Investment terms. CA's annual stockholder's meeting is slated for Aug. 29. Ranger Governance is led by Sam Wyly, an influential Dallas investor who has sold two of his companies to CA; Sterling Software in 2000 and University Computing Company in 1987. The Sterling acquisition was a stock swap, giving Wyly $4 billion worth of CA stock. Wyly is attempting this corporate coup because mismanagement of CA has led to significant under-performance in the market and a negative affect on stockholder value. CA, in response, issued a statement saying that it is committed to shareholder value. "The strategy that we have in place, including the product focus areas and the new business model, will yield substantial dividends for our shareholders, customers, and employees," the statement said.