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CA Lawyer Bounced after Being Identified with Government's Mystery 'Executive E'

CA Lawyer Bounced after Being Identified with Government's Mystery 'Executive E'

Computer Associates general counsel Steven Woghin was canned last Thursday right after legal papers filed in court by the SEC mentioned an "Executive E," a person the agency said instructed other CA executives to lie to the company's outside law firm Wachtell, Lipton, Rosen & Katz, which was hired in 2002 to investigate CA's tainted accounting practices.

Executive E is now an object of the government's long-running investigation of what the government has described as broad-based "conspiracy" inside CA.

CA evidently knew Woghin was compromised when, using other innocent excuses, it removed him from his job of dealing with the parallel SEC-Justice Department probe of the company's books a couple of weeks ago and shifted him to a lower-profile role.

Woghin's own lawyer told the press that the government had not identified Woghin as being Executive E.

Last Thursday, when former CA senior VP of finance David Kaplan pleaded guilty to charges of conspiracy to commit securities fraud and conspiracy to obstruct justice, the SEC's indictment filed with the district court in Brooklyn said, among other things, that:

"Kaplan... obstructed the staff's investigation by wrongly deceiving CA's outside counsel, and derivatively the government. He followed instructions from CA Executive A and CA Executive E to respond to questions from Wachtell with half-truths and vague answers designed to hide the Extended Quarters practice, knowing that Wachtell would provide these false explanations to the government on CA's behalf."

The Kaplan papers mention a half-dozen CA executives complicit in the scandal identified only as Executives A through F.

The papers filed in the case against Kaplan's boss, former CA CFO Ira Zar, the highest-ranking CA executive caught in the government's net so far, say he regularly met with two high-level company officials, referred to only as Executive 1 and Executive 2, about extending CA's financial quarters beyond normal dates so contracts could be illegally booked.

Newsday, CA's local paper, said several sources familiar with the probe identified Exectives 1 and 2 as CEO Sanjay Kumar and executive vice-president of sales Stephen Richards respectively. Neither has been charged with wrongdoing yet, but the government is believed to be gunning for them.

The government and the CA's own internal audit say that CA held its books open for several days after the end of each quarter to improperly record revenue from contracts that were not executed by customers or CA until days after the quarter expired, what the government calls the "Extended Quarters practice" and what CA insiders call its "35-day month."

During that time, Zar and his cronies were busy backdating and otherwise tinkering with contracts to meet financial estimates.

The government charges that in CA's fiscal 2000, which ran from April 1, 1999 through March 31, 2000 some $1.4 billion in revenues from at least 116 contracts were prematurely recognized allowing CA to meet or exceed Wall Street estimates.

Then, when CA apparently ceased the practice in the first quarter of FY2001, it missed its earnings estimate and CA's stock price dropped 43% in a single day from $51.12 to $28.50.

Kaplan, 37, who could be looking at 10 year in the slammer, was head of financial reporting and oversaw the preparation of the company's financial statements included its 10-Qs and 10-Ks.

Zar, 42, could be sent to jail for 20 years, but to draw lighter sentences both men are cooperating with authorities and as a result could bring down CA's current management, which may explain why the company has brought in Compaq-HP heavyweight Jeff Clarke as CFO, a guy who could step into the CEO role if necessary.

The Wall Street Journal asked Jeffrey Sonnenfeld, an associate dean of the Yale School of Management, what he thought of Kumar's current position and Sonnenfeld said Kumar "should be pretty darn close to having confidence lost in him by the board."

More Stories By Maureen O'Gara

Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025.

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