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Icahn recounts thought process behind settlement

In a blog post, investor activist Carl Icahn provides a peek into why he reached a settlement with Yahoo over the weekend, ending a contentious proxy fight.

While some folks were enjoying the summer sun and taking a vacation, investor activist Carl Icahn showed that the life of a shareholder activist can be 24-7.

In his blog post Tuesday, Icahn recounts how he spent last weekend hammering out a settlement agreement with Yahoo Chairman Roy Bostock and CEO Jerry Yang, ending a contentious proxy battle between the parties.

Here's what Icahn had to say:

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.

How did you spend your weekend?