A corporate watchdog group is advising shareholders of CA (CA - Get Report) to withhold their votes from director Alfonse D'Amato and to defeat a proposal that would require a unanimous vote of the board to initiate or extend a poison pill defense.
Proxy Governance, an advisory service, noted that D'Amato has been on the board since 1999, "a period when the Long Island-based software company confronted accounting scandals, financial restatements and executive departures."
The company was formerly known as Computer Associates.
The advisory service said it is best that the company be able to start fresh with directors that weren't on the board when the bulk of the troubles occurred. For that reason, it believes "it is best that former Senator D'Amato not continue with the CA board."Separately, Proxy Governance recommended rejection of a bylaw proposal by Harvard law professor Lucian Bebchuk to require unanimous board consent to adopt or extend a poison pill not approved by shareholders. Any such pill would expire after one year and any change to the bylaw would similarly require unanimous board approval. CA's pill is scheduled to expire in November. "Proxy Governance believes this proposal is really bad governance, pure and simple," the group said in a press release. "The provision not only has questionable legality, but also could lead to a 'tyranny of one.'"