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Corporate Governance

The Icahn Report The Icahn Report

Shareholder Rights advocacy promoted by financier Carl Icahn
By Carl Icahn

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Last Entry: April 16, 2009 at 15:18:25

Recent Entries: 181

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It's Up to the Shareholders, Not the Government, to Demand Change at a Company

Posted on April 16, 2009
As seen on the Huffington Post. Several years ago, I bought a big chunk of 'distressed' debt in a major company and landed on the creditors committee when it filed for Chapter 11. Shortly thereafter, the bankers who were hired...


We?re Not the Boss of A.I.G.

Posted on April 01, 2009
As seen in the New York Times BARNEY FRANK, the Massachusetts Democrat who heads the House Financial Services Committee, recently said that the government should sue American International Group to recover the $165 million in bonuses it paid to executives...


Bankruptcy Reform: A Necessary Component of Economic Recovery

Posted on March 16, 2009
Edward E. Neiger is the founder of Neiger LLP, a creditor?s rights and bankruptcy law firm. Neiger LLP leads efforts on behalf of creditors and creditors? committees to help them recover as much money as possible. Neiger LLP also publishes...


Voting by Brand: Next Stage in Shareowner Empowerment

Posted on March 13, 2009
Since 1995, James McRitchie has published CorpGov.Net, a popular corporate governance portal. According to the Council of Institutional Investors, a 2002 petition to the SEC co-filed by McRitchie and Les Greenberg, of the Committee of Concerned Shareholders, "re-energized" the debate...


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In The News

Posted on March 04, 2009


In The News

Posted on February 18, 2009
GE CEO Immelt Declines 2008 Bonus ? The Street TARP Reform and Limits on Executive Compensation- Race to the Bottom Soup-Kitchen Accounting for Banks - Dealbook Repairing a failed system ? VOX No Easy Way for Banks to Actually Demonstrate...


Corporate Boards That Do Their Job

Posted on February 17, 2009
As seen in the Washington Post. The entirely preventable financial catastrophe we have watched unfold over the past 18 months has many culprits: reckless executives who gambled with their company's futures, feckless regulators and somnambulant boards of directors...


Capitalism Should Return to Its Roots

Posted on February 09, 2009
As seen in the Wall Street Journal President Barack Obama's plan to limit executive pay to $500,000 a year?plus restricted stock?for institutions that get government funding is understandable. Still, salary caps are only a stopgap measure that fails to address...


In The News

Posted on February 04, 2009
Frank Backs Regulator for Systemic Risk - WSJ Marty Lipton Takes Aim at Hedge Funds ? Dealbook CEO Pay: Not a problem... it's -the- problem. ? Daily Kos Obama to announce limits on executive pay ? MSNBC Dimon Says ?Not...


In The News

Posted on January 29, 2009
The government and corporate governance ? TheDeal.com Intel adopts shareholder request for 'say on pay' ? Cnet What Red Ink? Wall Street Paid Hefty Bonuses ? New York Times Clamor for ?say on pay' gains traction ? Charlotte Observer Corporations,...


In The News

Posted on January 28, 2009
AIG will still pay swaps team retention bonuses ? Raleigh News and Observer Cuomo subpoenas Thain in Merrill bonus investigation- FT.com/Alphaville Why Good CEOs Make Bad Moves ? Seeking Alpha


Improving Transparency, Regaining Investors' Trust

Posted on January 28, 2009
Cindy Fornelli is executive director of the Center for Audit Quality, a Washington-based public policy organization serving investors, public company auditors and the markets. by Cindy Fornelli Prodded by the economic crisis, contributed to by events and actions both here...


In The News

Posted on January 27, 2009
Shareholders Deserve Good Leaders ? Wall Street Journal Why We (Continue to) Pay Lavishly- Psychology Today Blogs CEOs Boosting Their Pensions While Workers Pensions go Poof- Huffington Post CEO pay consultants raising eyebrows- IndyStar.com


The Economy Needs Corporate Governance Reform

Posted on January 23, 2009
As seen in the Wall Street Journal. In his inaugural address this week, President Barack Obama said "our economy is badly weakened, a consequence of greed and irresponsibility on the part of some," and due in part to "our collective...


Shareholder Voting Rights

Posted on January 22, 2009
Jonathan Macey is Deputy Dean and Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale Law School. He is the author most recently of Corporate Governance: Promises Made, Promises Broken (Princeton University Press, 2008) available at...


In The News

Posted on January 22, 2009
Largest TARP Banks Oppose Board Accountability for Effects on US Economy ? Corporate Disclosure Alert By Switching Their Charters, Banks Skirt Supervision ? Washington Post Merrill Execs Pay Selves Bonuses Ahead of Schedule (and Before BofA Closing) ? Naked Capitalism...


In The News

Posted on January 21, 2009
Financial Regulatory Reform Is Coming- Dealbook Obama Should Have Overpaid CEOs Shaking ? TheStreet.com Bailed-Out French Bankers to Forgo Bonuses ? WSJ Group asks IBM to slash exec pay, stop offshoring U.S. jobs ? Times Herald- Record Questions for Mr...


Director Capture

Posted on January 20, 2009
Jonathan Macey is Deputy Dean and Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale Law School. He is the author most recently of Corporate Governance: Promises Made, Promises Broken (Princeton University Press, 2008) available at...


Bankruptcy Rules Thwart the Recovery

Posted on January 13, 2009
As seen in the Wall Street Journal The epic financial crisis afflicting the banking industry in the last 18 months is largely the result of cratering values of loans and other assets stuck on bank balance sheets. When the market...


The Right Way to Icahn-Proof Your Board

Posted on January 07, 2009
As seen on Huffington Post The magazine Corporate Board Member is scheduled to come out with an article in their January issue entitled "How to Icahn-proof your board," according to marketing materials the publication sent out. Naturally I await this...


In The News

Posted on January 07, 2009
Bank of America's Lewis says executives shouldn't get bonuses ? Cleveland.com Governance Expert: Apple's Jobs' Disclosure "Dismissive," Insufficient (AAPL) ? Silicon Alley Insider Paying the tax bills of company 'fat cats' ? Don?t Mess With Taxes


In The News

Posted on January 06, 2009
CKE Restaurants Adopts Poison Pill Plan ? TheStreet.com Europe: Transformational M&A and Restructuring Deals on Horizon ? DealLawyers.com Regime Change and the SEC's Corporate Governance Agenda: #5 Compensation Consultant Disclosure ? Racetothebottom...


In The News

Posted on December 23, 2008
CEO Use of Private Aircraft and the Delaware Approach to Compensation- Race to the Bottom Record number of M&A deals cancelled in 2008 ? FT.com What Makes the Best CEO?s? Mergers Can Help ? DealJournal Aer Lingus lambasts Ryanair bid...


More Rights for Shareholders in North Dakota

Posted on December 17, 2008
North Dakota may be cold this time of year, but shareholder activists are looking to make it a hot destination for public companies. ©iStockphoto.com/csreed Last year, partly as a result of a campaign I backed, North Dakota changed its laws...


Group Asks Obama for Greater Proxy Access

Posted on December 17, 2008
Shareholders should have a right to know what risks their companies are taking, particularly after the white-knuckle 18-month market meltdown that erased trillions of dollars in wealth and a subsequent public bailout that jacked up U.S. national debt to exorbitant...


In The News

Posted on December 17, 2008
Executive Pay Limits may Prove Toothless ? Washington Post JDSU to pay CEO $400K bonus within week of leaving ? Docu-Drama via San Jose Mercury news Poison Pills in the Oil Patch ? Motley Fool Why punish powerless and innocent...


Change the Rules for Proxy Voting

Posted on December 16, 2008
In 1992, after 25 years as a civil engineer for the City of New York, Phillip Goldstein and partner Steve Samuels co-founded what is now Bulldog Investors, a value oriented investment firm that focuses primarily in closed-end funds, small-cap operating...


In the News

Posted on December 12, 2008
Corporate Leadership and the Crisis by Carly Fiorina ? WSJ Scott+Scott LLP Files Class Action Lawsuit Against Elan Corporation, plc On Behalf of Investors ? Reuters JPS board votes to eliminate executive bonuses ? Fort Worth Star Telegram Is bad...


United Shareholders of America

Posted on December 10, 2008
This post was also published on Harvard Law School Corporate Governance Blog Eliot Spitzer offered up some insightful commentary (Nov. 16, Washington Post) on the public corporation's fall from favor and rightly pointed to basic issues in corporate governance that...


CEOs of Fannie, Freddie Blamed for Collapses

Posted on December 10, 2008
(From time to time, starting today, the Icahn Report will be publishing news of interest written by staff.) The CEOs of mortgage giants Fannie Mae and Freddie Mac were warned repeatedly by their risk officers about the dangers of investing...


In The News

Posted on December 10, 2008
MD Rep. Cummings questions AIG retention payments ? AP News Finally, Some Semblance of Rationality to Wall St.'s Compensation Structure ? Seeking Alpha IPOs and Executive Compensation ? Race to the Bottom SEC poised to finalize rule on interactive data...


Tax Relief for Golden Parachutes? No Way!

Posted on December 09, 2008
Let?s say you're the CEO of a big company and your friends on the board have awarded you a big "golden parachute" severance package so you?ll be set for life if the company gets taken over. Nice deal for you....


In The News

Posted on December 09, 2008
Morgan Stanley adopts Clawback provision ? Dealbook via Dealbreaker Tribune Bankruptcy Reveals Golden Parachute payouts ? NowPublic.com Dillard?s Row Worsens ? New York Post Corporate Responsibility and the Financial Crisis ? CRO Shareholders Ponder North Dakota Law - WSJ Holding...


Companies Must Pay for Some Shareholder Challenges

Posted on December 05, 2008
Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm of...


In The News

Posted on December 04, 2008
Gaylord Entertainment uses the poison pill to reject TRT?s bid to increase its stake ? AP News via MSN money Raleigh News and Observer reports that Icagen would hinder any takeover try Bank Layoffs: Credit Suisse, State Street, Carlyle and...


In the News

Posted on December 03, 2008
General Motors and Ford CEOs putting their salary on the line ? Los Angeles Times Boston Business Journal says it?s time for corporate boards to step up to the plate Lifting the Lid-US firms struggle to globalize the boardroom -...


Paulson is Right: The System Needs Fixing

Posted on December 02, 2008
Treasury Secretary Hank Paulson, in a speech this month, gave some prescriptions for fixing components of the financial system which are worthy of consideration, including changing flawed executive compensation plans and rectifying failed regulatory systems...


In the News

Posted on December 02, 2008
CEO pay lucrative in Carolinas ? Raleigh News and Observer GM, The Bailout and the Role of the Board ? Race to the Bottom Putting A Value on a C.E.O. ? New York Times via Dealbook Corporate Boards are Broken-...


In The News

Posted on November 26, 2008
- Three former UBS officials to forgo $27 mn in compensation - Dealbook - Banks ask for clarity on Fair Value Accounting - Reuters - AIG exec Cassano's statements probed by prosecutors - Bloomberg - AIG says no 2008 bonus...


In the News

Posted on November 25, 2008
Wachovia execs could get $98.1 mn in severance ? Reuters via Seeking Alpha What are the governance implications of the federal bailout? - Riskmetrics


Shareholders Should Decide Where Companies Incorporate

Posted on November 20, 2008
One big reason our economy is in crisis is because self-serving corporate managements and boards failed to provide sufficient risk controls over their finances. The credit crisis was largely preventable and it just shows the extent of mismanagement in corporate...


In the News

Posted on November 20, 2008
Before the Bust, These CEOs Took Money Off the Table ? WSJ (subscription required) Financial Week reports that several directors sit on the boards of the two industries hit hardest by the economic downturn and seeking the most government aid....


In the News

Posted on November 19, 2008
Big 3 CEOs flew private jets to ask for public funds. ? ABC News US Chief Executives call for 3 billion dollar stimulus reports Dealbook Finlay on Governance questions 'What if Citigroup had a real board?' Social Devlopments points out...


In The News

Posted on November 18, 2008
UBS reins in compensation for top executives reports Reuters The Charlotte Observer cites Goldman in recognizing pressure is growing for all bank executives to give up their bonuses Andrew Cuomo thinks execs at Citigroup should follow Goldman?s lead ? New...


Limit Company Size and Encourage Short Selling

Posted on November 17, 2008
Dylan Ratigan has established himself as a top financial anchor and reporter through his work on CNBC shows such as "On the Money" and "Closing Bell" as well as during his tenure at Bloomberg News, where he served as a...


Agenda for a New President: Improve Corporate Governance

Posted on November 14, 2008
Nell Minow is the editor of The Corporate Library, an independent research firm specializing in corporate governance. By Nell Minow President Obama will come into office with very little time to head off a long-term economic downturn. The recent volatility...


In The News

Posted on November 13, 2008
Citigroup directors looking to replace their chairman ? Reuters The Daily Telegraph reports Morgan Stanley will cut 10% of its investment bank staff The US Government is on the hook for $5 trillion due to the financial crisis writes Forbes...


In the News

Posted on November 12, 2008
The Philadelphia Inquirer questions whether WHYY?s board is paying CEO Wiliam J. Marazzo too much South Carolina Gov. Mark Sanford asked federal authorities to investigate a more than $12 million payday for a bank CEO ahead of the bank?s application....


In the News

Posted on November 11, 2008
Truck Trend Blog discusses executive compensation of the Detroit 3 Treasury says AIG must comply with executive pay curbs reports Reuters US taxpayers say Wall Street bonuses should be zero according to Blogging Stocks Shareholders? proposals should not be advisory...


Bonus Bonanzas Should End with Bailouts

Posted on November 05, 2008
The U.S. Treasury is spending some $700 billion or more in taxpayer funds to bail out scores of financial institutions that helped get us into this credit mess. Now it turns out that a large chunk of this money may...


Compensation Consultants Grease the Executive Pay Casino

Posted on October 31, 2008
Executive pay is out of control in this country. CEOs of Fortune 500 companies now make about 520 times the average worker. Yale School of Management argues they make about three times more than their counterparts in Japan and more...


100 Million Reasons Why We Need Governance Changes Now: Join USA

Posted on October 27, 2008
The number of people who own stock in this country, through individual accounts, mutual funds and others, is higher than it ever has been, an estimated 100 million people. So it logically follows that what is good for stockholders is...


Paulson Demands Too Little from Banks on Exec Pay

Posted on October 21, 2008
Treasury Secretary Hank Paulson, appearing on CNBC last week, seemed proud of the fact that the CEOs of the nation's nine largest banks agreed to restrictions on golden parachutes, salaries and bonuses in return for a massive, $125 billion taxpayer...


The Buck Doesn?t Stop Anywhere with the Paulson Plan

Posted on October 16, 2008
The latest U.S. government plan to take preferred equity stakes in financial institutions is a great step in the right direction. But it lacks one key element - the government should give shareholders enhanced rights if they wish to replace...


Where was the Lehman Board as the Crisis Unfolded?

Posted on October 13, 2008
The collapse of Lehman Brothers, with its massive losses for shareholders and employees and near-catastrophic market consequences, obviously reflects an abject failure of management in risk oversight. But who allowed the management to take these risks? Where was the Lehman...


Join the United Shareholders of America: The Icahn Plan

Posted on October 07, 2008
One of the biggest problems we face today is the egregious mismanagement and reckless incompetence of many American corporate boards which utterly fail to do their primary job of holding managements accountable. Many board members are often beholden to managements...


Bailout Plan Must Include Corporate Governance Changes

Posted on September 26, 2008
With the shocking collapse of multiple banks and financial institutions in recent months and staggering losses to shareholders, Congress clearly needs to forge a bailout package to stall the economy from further downward spiral. In my view, the primary factor...


Say On Pay

Posted on September 26, 2008
John McCain and Barack Obama finally agree on something: corporate accountability. 'Say on Pay' has become a hot topic in the 2008 elections and highlights our faulty corporate structure. 'Say on Pay' may be the first step in emphasizing to...


Corporate Waste Brings this Nation Closer to the Brink

Posted on September 19, 2008
Few things bother me more than the titanic government debt load this country carries from years of reckless government borrowing and spending. We really have no ability to repay this debt, other than by continually issuing new debt to pay...


We Pay So Much For So Little

Posted on September 17, 2008
With the monster financial meltdowns of the past month, the time has clearly come for shareholders to exert their rights and bring about major changes in corporate governance in America. I intend to use this blog as a forum and...


3 Senseless Steps in A Proxy Contest

Posted on August 27, 2008
Proxy contests are expensive and time consuming partially because they are littered with inane technicalities. Technicalities that seem to exist solely to exasperate the shareholder. In this post, we evaluate a few to illustrate the absurd steps an entrenched board...


Lipton Defends the Indefensible, Again and Again

Posted on August 25, 2008
Marty Lipton, the prominent Wachtell Lipton lawyer whom I have sparred with on numerous occasions, is no stranger to hyperbole about the "sanctity" of the corporate boardroom, but his latest comment about Anheuser-Busch is way over-the-top. In a July 24...


Response to WSJ Opinion Piece 'Why Carl Icahn Is Bad for Investors'

Posted on August 12, 2008
There will always be those who will defend the status quo in corporate governance and attempt to justify the indefensible. The Aug. 1 Wall Street Journal op-ed article, "Why Carl Icahn is Bad for Investors," by UCLA law professor Lynn...


Concerning the Annual Yahoo! Meeting

Posted on July 31, 2008
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...


Response to Wall Street Journal article of July 22, "Icahn Ends Feud with Yahoo, Setting up an Uneasy Truce."

Posted on July 31, 2008
Historians will marvel at why the press won?t write more about the egregious abuses and mismanagement at corporate boards in America and the Wall Street Journal article of July 22 is a good example of this abdication. The article states...


How I Spent My Weekend

Posted on July 22, 2008
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...


Absurdity of the Golden Parachute

Posted on July 18, 2008
A golden parachute is a binding agreement between a company and an employee (most often a CEO but in some cases all the employees) detailing considerable benefits for the employee if the employee is terminated or retires. When executives retire,...


It's Not That Simple Eric

Posted on July 16, 2008
When I launched the Icahn Report, The Chicago Tribune published an article by Eric Benderoff 'Memo to blogger Icahn: Give power to the people, not your lawyers,' on June 19, 2008. The article attacked the Icahn Report for its format...


Icahn Issues Press Release Containing Open Letter to Yahoo! Shareholders

Posted on July 14, 2008
The following press release (PDF) regarding Yahoo! was issued on July 14, 2008.


Definitive Proxy Statement on Yahoo!

Posted on July 14, 2008
Attached for your information (PDF) is a definitive proxy statement we filed on Yahoo! on July 14, 2008.


My Responses to Your Comments

Posted on June 30, 2008
On Corporate Democracy is a Myth... Dan writes... Carl, I think we have a great opportunity in this election year to take back our boards. Why dont you set up some form letters on your site here that can email...


Regarding Your Comments on Yahoo

Posted on June 27, 2008
Many of you have been asking me about Yahoo. Please remember I am in the middle of a proxy fight. A proxy fight involves a complicated process of SEC approvals, federal securities laws, filing requirements and a great deal of...


Corporate Democracy is a Myth

Posted on June 18, 2008
Recently, there has been a great deal of outrage concerning the huge pay and severance packages awarded to a number of CEOs. There has been much criticism of the fact that CEOs earn 520 times that of the average worker....


Absurdity of Corporate Board Elections

Posted on June 16, 2008
This country's corporate democracy ? the primary mechanism of which is the election of a company's board of directors ? is ineffectual. Every year, a company will circulate a proxy statement to its shareholders for their vote on a slate...


About CEOs ? Anti Darwinian Metaphor ? Survival of the Unfittest

Posted on June 16, 2008
The following is a metaphor I use. While it is slightly facetious, there is much truth to it. But keep in mind, there are many CEOs, even some I have sparred with, that are exceptions. Often, their companies are undervalued...


Absurdity of the Staggered Board

Posted on June 15, 2008
With a staggered board, board members are grouped into classes. Each class typically represents about a third of the total number of directors, and only one class comes up for election in a given year, thus assuring that it will...


Comments on Sandy Weill's Statements Concerning Citigroup

Posted on June 14, 2008
To public companies, activist investors might seem a bit confrontational. How else would they describe someone that is buying shares, trying to replace a board and sending an open letter to current directors citing their unreasonable behavior? But let's face...


Absurdity of The Poison Pill

Posted on June 13, 2008
The poison pill prevents any shareholder, or a group of shareholders acting in concert, from owning more than a certain percentage of a company by allowing all other shareholders to purchase shares at a lower price in the event one...


Thanks for the Support

Posted on June 12, 2008
Thank you for your comments. I am impressed that so many people support this cause. I appreciate the readership and will do my best to expose the worst of corporate America. One emailer wrote he would like to be "a...


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