Concerning the Annual Yahoo! Meeting

I will not be attending. The proxy fight is over and it will not do shareholders or Yahoo! any good to have the annual meeting turn into a media event for no purpose. Last week, I realized it was impossible to gain enough support from the large institutions to win a majority of the Yahoo! directorships. In today’s corporate governance system where large mutual funds control so much of the stock, it is extremely difficult to oust an entire board, no matter how strongly a large number of shareholders feel about the board’s previous actions. Realizing I could not gain control, I saw no point in spending the final two weeks in a debilitating fight, where little would be accomplished except to build animosity between both camps and the end result would be no better than the compromise that was reached. In fact, in winning a minority position on a board by a fight to the end, you always have to be concerned that you may be "boxed" out by the majority that remains on the board. Committees can be formed that you are excluded from and you are given information only on a need to know basis. An important part of my compromise with Yahoo is that the board in the settlement agreement has agreed "that any meaningful transaction, including the strategy in dealing with that transaction, will be fully discussed with the entire board before any final decision is made."  Additionally, if any committee is formed to negotiate a meaningful transaction, Carl Icahn will be a member of that committee.

A few days ago, I met with both Jerry Yang and Roy Bostock and I believe both gentlemen genuinely wish that we will be able to work together to enhance value.  While we still disagree on many points, I have great hope "this will be the beginning of a beautiful friendship." Minorities on boards can accomplish a great deal (see following articles on Blockbuster).  I look forward to working harmoniously with the new board of Yahoo! 

Comments

[Andrew Hyman]

I just visited this blog for the first time today, and am pleased by the contents. Thanks for sharing your insights about corporate governance.

Regarding Yahoo! it would be a shame for Yahoo! and Microsoft to remain separate while Google runs away with the search business. If you can persuade Yahoo and Microsoft to team up in a way that they can both accept, that would be great.

[John in Indiana]

I am suprised that Carl Icahn has basically turned his back on this. After watching with awe at his fight to do the right thing, I am also disappointed. I recieved the proxy information in the mail and was excited to take this stand. Now what, Carl?

[Antoni Hadi]

Yahoo has significant value beneath its balance sheet and brands. It is a profitable enteprrise that generates strong free cash flow. If you can peacefully advise Yahoo's management to unlock the asset value (such as selling its asian assets) and re-focus more on internal growth, Yahoo could provide all shareholders with tremendous upside.

[Brian]

Hi Carl,

Great blog here and this is my 2nd time posting a comment.

I just was wondering what your thoughts are about the SEC in terms of strengthing shareholder rights and if you would take the job as commissioner? It would obviously be a massive financial hit, but possibly much more rewarding in a historical sense by furthering your great cause of holding senior level management accountable and making the USA prosperous again.

[JONAS LOPEZ - Venezuela]

Microsoft and Yahoo must be together, if both companies would like to have a slice of the search business. Otherwise, Google will have no competition. Please wake up...

[Nick Choukair]

Carl, U’ve managed the hard ball game and survived the poison pill …and other heresthetics or manipulations and now the wining is for the one who knows what the market will do next. All the Best – Nick

[Chris - Dallas TX]

Carl-

You didn't take a minority seat on the board for this to happen how it did today. Maybe schmoozing these guys to make a decision will have a better outcome than the proxy fight. Only you know and I wish you the best it making it happen.......hopefully before Christmas!

[GMisCARKING]

HI Carl! I think your next target should be GM. We need to bring shareholder activism to GM to bring about the necessary changes. I'm tired with current management indecisiveness. GM has 8 brands in the US< but only 2 matter: Chevrolet and Cadillac. Chevrolet has 15% market share, whereas the rest has 2% to less than 1%. Hummer is gonna be sold off. Saab is a European brand that no one wants. Pontiac and Saturn are rebadges of Holden and Opel. GMC sells rebadged Chevy trucks and SUVs. They all compete directly with Chevrolet. This cannibalization has caused huge loss of profit and market share for GM, not to mention huge advertising expenses per quarter (500+ million , double that of Toyota's). It's time to act by selling off most brands except Cadillac, Chevrolet and Buick, which has a strategic advantage in China. With the right moves, i believe you could double your gains in GM stock. Take a look at this also http://cmsimg.detnews. com/apps/pbcsi.dll/bilde?Site=C3&Date=20080802&Category=AUTO01&ArtNo=808020384&Ref=AR&Profile=1148
which indicates GM's latest car sales dropped 12.1% compared to Ford, Nissan and Honda, which gained 1.9%, 2.4% and 14% respectively. By merging dealers, for example, Chevrolet with Pontiac-Buick-GMC, and Saturn with Cadillac-Hummer-Saab and later killing the redundant brands, I believe it doesn't cost much to pay the dealers to kill the brands. I envision a future "GM Superstore" concept where it sells Chevrolet, Cadillac, Buick and Corvette brands. Corvette is basically a brand on its own.

I believe this is a tempting opportunity for you. With GM now worth 5.79Billion and $10 a share, i think the time is right to make the kill. GM has profitable and growing market share in Europe, Asia and South America. With your guidance, influence and financial resources, I believe GM North America could be completely turned around instead of fumbling and making steep losses.

Ted

[Anthony Mallgren]

The landscape of the search business is changing. While Google has establish a very large moat for their market, advances in search technology will form new markets that are more targeted towards analytics of the Internet as a whole.

Some activity in this sector can be seen by Microsoft's acquisition of Powerset. While Powerset is a very early concept of what will serve as a backbone to unify the voice of the Internet. The acquisitions over the next few years in the area of semantic search will serve key in the success to any of the Big 3.

A more forward looking technology application that is currently under development is CKLingo. While it is still in phase that requires some knowledge of Natural Language Processing, the UX improvements lined up for the releases scheduled for the immediate future will bring a usability enhancements that will enable anyone to use the technology. This enables one to treat any defined scope of the Internet as a data source and perform analytics for business and market intelligence.

As you can see, the application of this technology to blogs alone has the potential for a multi-b company, or to dramatically increase the profits of an acquiring company.

I would say with these development, the playing field is a bit more level than the current perception of the mass media.

[Jake Xia]

I hope with your expertie and support Yahoo will find its own great future.

[sohbet]

thank you sohbet

[evden eve nakliyat]

thank you

[steveballmer]

Very interesting!

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[A.Rodriguez]

Do you feel confident that WCI will make it through Chapter 11 and continue to be the great company they have been for 60 years? Thank you for your input.

[Sean B]

America's future is often debated and analyzed by academics and writers with the focus drawn on the countries misadventures in the area of foreign policy. However, there are a tremendous number of misadventures and mishaps here at home, specifically in Corporate America. Carl's blog is a concise and pragmatic look at corporate governance, objective journalism, that most of the world's media fails to understand and subsequently focuses on the personalities involved instead of the value at risk.

[sohbet]

thanks a lot

[travesti]

thank you I lovve you

[muhabbet]

thank you

[Barbara Mohan]

Yesterday, while watching CNBC, I learned about your blogsite. I am new to the financial scene and look forward to reading and learning from this great site. Thank you for sharing your valuable information/experience with the many novices out here looking for an honest leader.

[jim berube]

This is where the front line has to develop and strengthen in order to protect and preserve why we came to America from across the pond to begin with. This line must succeed in order to preserve the integrity of what our fallen fathers fought and died for. Otherwise, we lose it and more than likely the last chance to preserve it in a civil manner.
Keep the good fight Shareholders!

JIM

[John Feloni]

Hi Carl,

I co-authored the bestseller "The Fall of the House of Hutton" and have been an officer of several investment firms over the last 30 years. I was also the Boston (New England) chapter chairman of T. Boone Pickens' United Shareholders Association from its founding to closing. If you need any help in you new shareholder rights venture, let me know. Email me at xxx@x.com.

Best,

John Feloni

[Ramzi Kanso]

Mr. Icahn, I love your common sense approach. I have always wondered why a person would make millions on their way out, especially if they ran a company into the ground! I have seen this meltdown coming since 2005; so, I moved into Gold and Silver and made a very nice return on my investments. I sold a good part of positions when both metals unreasonable shot up. People thought I was crazy when I stated that we are not heading into a recession but rather a depression (and barring the government printing a lot more money, which in my opinion is our new "credit card" now), my predictions would have come to pass (and I pray to God that it will never come to pass, even though I do not see changes fundementally).

Ok, here is my "soap box"...I could have made a lot more money shorting stocks (which I would never do, even though it is legal, I just believe it is unethical and further hurts struggling companies “Sort of like shooting the wounded”!).

In my opinion, shorting should be banned (not just naked short selling), to keep the system more honest! This will force people to do better homework on what they should buy; it will make investors hold their positions longer which will bring stability to the market. Finally, it will stop the fake “crooked” rumor mills…The “shorts” are much more likely to start rumors and practice unethical behavior (so to ensure returns and cover the unlimited risks from a stock shooting up).

I refuse to short, even when it is obvious that I can make money doing it. Mr. Icahn, can you help bring this issue to the forefront.

[sex]

Yes Thats is a good idea.

[hosting]

Thanks a lot

[hikaye]

Thanks a lot