Carl Icahn blinks, takes Yahoo board seat

If Icahn was so adamant about ousting Jerry Yang from the CEO spot and doing a deal with Microsoft, what softened his stance?

Carl Icahn has apparently decided that his 4.98 percent stake in Yahoo common stock is safe in the hands of Yahoo's current eight-member board, which has fought him for control of the company over the last several months. Yahoo co-founder and CEO Jerry Yang lives to fight another day.

Icahn and two other board nominees of his choice will round out the board, keeping current Chairman Roy Bostock and Yang in place. Icahn had proposed a complete board replacement, with Lucian A. Bebchuk, Frank J. Biondi Jr., John H. Chapple, Mark Cuban, Adam Dell, Keith A. Meister, Edward H. Meyer, and Brian S. Posner as his candidates. He has also called for Yang's ouster.

The contentious Mr. Icahn said in a statement:

"I am very pleased that this settlement will allow me to work in partnership with Yahoo's board and management team to help the company achieve its full potential. While I continue to believe that the sale of the whole company or the sale of its search business in the right transaction must be given full consideration, I share the view that Yahoo's valuable collection of assets positions it well to continue expanding its online leadership and enhancing returns to stockholders. I believe this is a good outcome and that we will have a strong working relationship going forward. Additionally, I am happy 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."

If Icahn was so adamant about ousting Yang from the CEO spot and doing a deal with Microsoft, what softened his stance? Following are a few suggestions:

  • Icahn was getting signals that other major shareholders, such as Legg Mason, would support Yahoo's board in the August 1 shareholder meeting.

  • Icahn came to the conclusion that a continued beating up on Yang and Yahoo was not a winning strategy for making money on his shares.

  • The Icahn and Microsoft relationship has cooled.

  • Icahn and Yahoo's board agreed about how to deal with Microsoft's on and off offers for all or part of the company.

  • Icahn had a spiritual awakening and no longer wants to be antagonistic.
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