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By 1985, Informatics General had some 2,600 employees and offices in 30 cities in North America and in nine other locations around the world.<ref name="lat-target"/> It was the fourth largest independent software company in the world.<ref name="legacy-bauer"/> Informatics had a solid cash position and almost no long-term debt.<ref name="lat-finally"/>
However the company and its stock was considered, in the words of the ''Los Angeles Times'', a "chronic underachiever" and "a lackluster performer on Wall Street".<ref name="lat-target"/><ref name="lat-finally"/> Overall the stock had fallen from a one-time high of $34 per share to around $17,<ref name="frank-82">Frank, "Achieving the American Dream", p. 82.</ref> with a low point of $14.<ref name="ct-somuch"/> In the 1984 book ''The Coming Computer Industry Shakeout'', writer [[Stephen T. McClellan]] had characterized Informatics General as "Doing too many things, none of them well."<ref>McClellan, ''The Coming Computer Industry Shakeout'', p. 249.</ref> He criticized company management, saying further said that "Bauer, the longtime chairman, is 60 years of age and has managed the firm too autocratically and too monotonously for too long."<ref name="mcclellan-250">McClellan, ''The Coming Computer Industry Shakeout'', p. 250.</ref> As a result, Wall Street analysts considered the company a prime target for acquisition, with the expectation that new management could make it a better.<ref name="lat-target"/>
[[Sterling Software]] had been founded in 1981 by executive Sterling Williams and investor [[Sam Wyly]] and found growth via a series of acquisitions, becoming public in 1983.<ref name="frank-80-81">Frank, "Achieving the American Dream", pp. 80–81.</ref> Wyly had a controversial background with both successes and failures, the latter including a $100 million loss in attempting to establish Datran, a U.S. nationwide digital network in direct competition with [[AT&T]].<ref name="ct-somuch"/>
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