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How I Spent My Weekend

Proxy fights are very expensive and time-consuming. Unlike political elections, where change is often seen, it is unfortunately extremely difficult to take control of a company. By the end of last week, I realized that although many large shareholders supported me and my slate for the board, they were nervous about having a complete change of control. From prior proxy contest experience, I have discovered that a minority position on the board can be also quite effective. Therefore, I determined to attempt to reach an agreement with Yahoo! which had reached out to me several times during the past week to reach a compromise. Many hours were spent over the weekend and I am very encouraged by the conversations I had with Roy Bostock and Jerry Yang. At 5 a.m. on Monday morning an agreement was finally reached. An important provision in the agreement which should not be overlooked is that it provided that I will be offered the chance to serve on any committee established to consider material transactions out of the ordinary course of business. I believe another important aspect of the agreement that should not be overlooked is that:

"..the board has agreed in the settlement agreement 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."

The reason this is meaningful is because it means that I and my two nominees will be a part of the process. What follows is the Settlement Agreement, the original Yahoo! press release and my farewell note to my slate concerning this proxy fight.

Now that the proxy fight with Yahoo is over, certain constraints concerning my views about corporate governance have been removed and I intend to communicate more frequently in the near future. If you wish to be informed of these communications – please subscribe to the blog. As some of you may have noted there was an article on the front page of the Wall Street Journal today. Within the next few days - I intend to answer it on the blog.

Comments

I take it of all the points made in the WSJ article, their calling you a "genius" wasn't taken as an offense.



Mr. Icahn,

I believe it was an excellent idea to settle the proxy battle with Yahoo! and obtain the board seats offered to you. Hopefully now you will have time to investigate other deteriorating companies while making a vast impact to Yahoo!. I eagerly wait to see who you choose to serve on the board with you and wish you the best of luck in continuing further discussions with Microsoft and other interested corporations.
I very much anticipate your next postings and look forward to your next activist business role!

Sincerely,

Jeffrey Staller
School Showdown, Inc.



Nice relaxing weekend!
Carl, what have been your favourite deals to take part in?
Cool blog!



As a Yahoo shareholder, I'm happy that all of the drama is over. It's now time to get back to the business of making some real money!

I'll be anxiously awaiting for results from yourself and your hand picked board members.



Dear Carl

Your move was politically correct as it was a head of the AGM, gave you a Voice and
a future move will be reshuffling the Board. All the Best - Nick



Well done Carl.



Mr. Icahn I have admired since the earl 70 when I was attending high school in Baltimore, Maryland. I now return to my Home land Jamaica I which that you would buy up some of these public trading companies here and show them how a public trading company should operate.especially the banks.Or start a venture capital fund that lend to small companies Jamaica and the wider Caribbean, their
is a gold mine waiting to be mined ,we badly need working capital
I my self operate a small company here in Jamaica call Paramount Financial Services Limited. Contact 1-xxx-xxx-xxxx



Good deal, i think the settlement has given you some sort of power within the firm, even though it still is important to consult with other shareholders. Keep the good fight up



I congratulate you for making a wise decision and reaching a well balanced settlement before engaging in a "real" battle. It's like a "winning" a battle halfway, without casulties and a painful recovery period.

More than before it looks to me that a transaction with Microsoft should be a metter of constructive dialogue.



Mr. Icahn,

It was beautiful to watch this play out. Thanks for providing us with some interesting lessons on business.

If you're ever interested in coming to Wharton, I bet the administration would love to have you give a talk and I'm sure the students would be thrilled.

Interestingly enough, Steve Ballmer came to speak here my freshman year.

Best,

Boris M. Silver
CEO, Sport Interactiva



Yes, it was info about you planning to blog more on some other blog I read that lead me to your blog. Not bad man, a in the trenches kind a guy. Cool.



Mr. Icahn,

This country is in desperate need of MORAL men of industry. We need leadership.

Regards,
Orlando



Mr. Icahn:

This article was on the front page of the Wall Street Journal today (August 3, 2008), “Companies Tap Pension Plans To Fund Executive Benefits”.

More out of control management theft and greed.

How bad it will get before the corporate laws will be changed to give back to the stakeholders some control of THEIR assets?



Dear Mr. Icahn,

I grew up in Fresh Meadows and my Dad was a member of the NYSE in the 60's and early 70's. He was with the odd- lot firms which I am sure you remember. While money drove the businesses in those days, there was honor among the thieves. There was accountability, and the people charged with the stockholders equity never lost sight of whom they worked for. Today, it is a character issue. We as a nation have lost our way both politically and in the corporate world. It will take more than you, and others like you, to get us back on course. But, please do not give up the fight. Every little course correction gets us back to true north!

Would you please send me a pastrami sandwich from the Carnegie Deli. Brats get old fast.

Sincerely,

James W. Lazear
President
Staff Right, Inc.
Milwaukee, WI



Some years ago, as a financial officer of a large conglomerate, I was shown how management of our finance subsidiary purchased large pools or mortgages, accounts receivable and other portfolios of loans from other financial institutions.
Large 'tubs' consisting of hundreds of these loans were reviewed and analysed by a team which had a detailed outline to classify each and every item.
We wanted to know what we were buying. We did not buy the 'portfolio' as a security based on some financial metric.
Sellers of these instruments must disclose what is in the portfolio with its history and performance so that buyers can determine value and price. No intelligent buyer should be taking on a pig-in-a-poke.

My guess is that there is a huge talent pool consisting of lending officers, and other financial managers who could be put to work at troubled institutions to do this job. It is not that complicated, but it does require work.
If they are not now engaged in lending etc, since the 'freeze-up' then the management owes it to the U. S. citizens to do the right thing and start to correct what they allowed to happen on their watch.



This came up second when I typed you into Google. Happy New Year I guess.
I also hate my weekends, for now. I guess Google knows.



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