Parsing Icahn: What the Hell is "Brobdingnagian?"
After months of parsing of the MicroHooGleCahn affair, Jack Flack was delighted to come across a stylish little spitball amidst all the lumpy bromides and dopey mudslinging. It came not from Yahoo, Icahn, Microsoft or even Google. It came from institutional advisors Glass Lewis, which said it would not support the re-election of Roy Bostock and the other members of the compensation committee who approved the poison pill Yahoo dressed up as an employee retention plan, calling that plan "brobdingnagian."
While such a nod to early-18th Century literature provides nice respite from standard 21st Century corporate babble, Jack Flack has always been troubled by Mr. Swift, who stooped to using a pen name or two. After all, anyone who feels the need to hide behind a pseudonym obviously should not be trusted.
Meanwhile, Uncle Carl made sure to claim victory about his suddenly cooperative relationship with the Yahoo board. Here's the parse of the blog entry, slyly titled, "How I Spent My Weekend."
Icahn: Proxy fights are very expensive and time-consuming.
Translation: ...and especially distracting for the incumbent management.
Icahn: Unlike political elections, where change is often seen, it is unfortunately extremely difficult to take control of a company.
Translation: ...particularly when you have no operating experience.
Icahn: 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.
Translation: They understand I only have one plan, which depends on Microsoft. They also understand that a change in control triggers an onerous retention scheme, which they would like to make sure is eaten by Microsoft, not an independent Yahoo.
Icahn: From prior proxy contest experience, I have discovered that a minority position on the board can be also quite effective.
Translation: When I fire up the Stihl MS 192 C-E in the boardroom, it seems to catch everyone's attention.
Icahn: 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.
Translation: They came to me, and I demonstrated wisdom.
Icahn: 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.
Translation: We ate smores, and I told them old ghost stories about Texaco.
Icahn: 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.
Translation: I will be involved in the negotiations, not just approving the recommendation.
Icahn: 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."
Translation: ...as every other director's independent counsel has advised.
Icahn: The reason this is meaningful is because it means that I and my two nominees will be a part of the process.
Translation: ... in case you worried that we wouldn't make ourselves heard.
Icahn: What follows is the Settlement Agreement, the original Yahoo! press release and my farewell note to my slate concerning this proxy fight.
Translation: I share them with you so that it's obvious that I'm claiming victory.
Icahn: 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.
Translation: My days as a shrinking violet are over.
Icahn: If you wish to be informed of these communications - please subscribe to the blog.
Translation: Have I told you the one about corporate fatcats who make tons of dough sleeping through board meetings? Have I?
Icahn: 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.
Translation: The story legitimized my pivot, and I'm grateful. But I'm going to quibble with the details because I just can't resist.
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