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Carl Icahn and SOX

Filed in archive corporate governance by leon on July 31, 2008

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All eyes will be on Yahoo this Friday with the company's annual shareholder meeting. The meeting was supposed to be showdown between founder Jerry Yanglinks and activist investor Carl Icahn until they signed a truce last week but the pressure is still on.

Oil billionaire T. Boone Pickens has sold his Yahoo stock. After losing an estimated $70 million, he has slammed Yahoo management as pathetic but then, it's hard not to put him in the same camp. He bought into Yahoo expecting the shares would soar with Icahn striking some sort of deal. That didn't happen so he lost money. It was just a bad bet.

But what happens now? The interesting part about the truce is that Icahn and two of his nominees get seats on the Yahoo board so it will be interesting to see what flows from that. "The speculation is that what Icahn negotiated with Yahoo that got him to back down was that Yang would step out and Miller would step in. So we'll see if that happens," Enderle Group analyst Rob Enderle told Computerworld.

Meanwhile, former board member Alan Patricof says Icahn might be biting off more than he can chew because he will be confronted with the constraints of Sarbanes-Oxley.


"He will exercise his fiduciary duty to represent all of the shareholders and use his business judgment as to how to guide the company on strategic issues. He will also be restricted by Sarbanes Oxley on how he behaves and, if we are really lucky, he will be appointed to the audit committee and have the further burden of being a steward of the company's finances.

"Based on my experience with public company boards, board meetings usually take 3-4 hours but audit committees require an additional 3 hours. Carl can use his creative talents to maximum advantage by channeling his financial acumen towards helping the company on a constructive basis in meeting the challenges faced in being a director of a public company. (I can't wait until he deals with Section 404 of Sarbanes Oxley and has to judge Yahoo's internal controls.)"

Certainly, it will be interesting to watch.






Permalink: Carl Icahn and SOX
Tags: Yahoo  Carl  Icahn  icahn  2008  carl+icahn  corporate+governance  climate+study 

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