PeopleSoft calls Oracle's board nominees 'biased'

It said the directors would have 'irreconcilable conflicts' if elected to PeopleSoft's board

By Martyn Williams

January 26, 2004 12:00 PM ET

IDG News Service - PeopleSoft Inc. has blasted Oracle Corp.'s announcement Friday that it may nominate five people to PeopleSoft's board of directors and call for an expansion of the board to nine members.
The nominations and board expansion, which Oracle said it will attempt only if PeopleSoft Director Michael Maples isn't put up for election at the company's annual shareholder meeting, are the latest twist in Oracle's hostile takeover attempt of the company.
"We believe that [Oracle CEO] Larry Ellison's attempt to gain control of PeopleSoft's Board of Directors is solely to advance Oracle's agenda and is not in the best interests of PeopleSoft's stockholders," PeopleSoft said in a statement issued Saturday.
"We strongly believe that Ellison's hand-picked, paid nominees are biased and would have irreconcilable conflicts of interest if elected to PeopleSoft's board. Each nominee is receiving cash compensation and has signed an agreement with Oracle. We believe their ability to be independent is seriously compromised," it said.
In its statement announcing the slate proposal, Oracle spokesman Jim Finn said, "We believe that the incumbent PeopleSoft Board of Directors has consistently refused to consider its stockholders' best interests regarding the Oracle tender offer. We intend to nominate a slate of directors who will exercise independent judgment in considering the Oracle tender offer and any other matters before the PeopleSoft board, and provide independent representation for the true owners of PeopleSoft, the stockholders."
Oracle's nominees are Duke Bristow, economist at the UCLA Anderson School of Management; Richard Clemmer, president of Venture Capital Tech LLC and former CEO of PurchasePro.com Inc.; Roger Noall, former senior executive vice president and chief administrative officer of KeyCorp; Laurence Paul, managing principal of Laurel Crown Capital LLC; and Artur Raviv, professor of finance at the Kellogg Graduate School of Management at Northwestern University.

Reprinted with permission from

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