The gorgeous late August weather has stimulated Carl Icahn's blogging instincts, but it looks like he is fishing for topics. The raider-turned-shareholder-activist posted an
entry Wednesday in which he decries the costs companies impose on dissidents who want to run board slates.
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But companies that settle such disputes generally agree to pay the dissident's costs as part of the settlement. Icahn also claims that companies threaten to pull business from the advisers whom dissidents hire -- as if there were any shortage of lawyers, bankers and proxy solicitors in New York. And there's little stigma to representing an activist. Three years ago, Sullivan & Cromwell LLP presiding partner H. Rodgin Cohen, one of the country's leading bank M&A lawyers, raised eyebrows when he represented activist Ralph Whitworth in a battle against Sovereign Bancorp. Such assignments have become far more common.
Certainly the corporate election process is absurdly convoluted, as academics Marcel Kahan and Edward Rock detailed in their study
The Hanging Chads of Corporate Voting. But neither those problems nor the costs about which Icahn disingenuously complains have done much to dissuade dissidents from become ever-more vocal in seeking board representation.
- David Marcus
