An in-house lackey, a revered academician and a former associate from a failed foray into showbiz over a decade ago. Carl Icahn can sure pick them and, in fact, has picked them. Those are just three members of his dissident slate for Lions Gate Entertainment Corp.

Now toss in an executive forced out of the music business when industry sales were at their peak, then add a mogul so well traveled he has recycled himself through five companies in 12 years. And there you have it: all five director nominees that Icahn wants placed on Lions Gate's 12-member board.

One might call them "The Expendables" had Lions Gate not recently distributed a movie with that very name. It, too, specialized in recycling -- the recycling of over-the-hill action stars rather than B-list director wannabes. Indeed, the parlor game that has Hollywood atwitter during the countdown to Lions Gate's annual meeting this week is not who said yes to pleas from Icahn to join his replacement slate. It's who said no.

Where, for instance, is Frank Biondi, the former Viacom Inc. CEO who stood at Icahn's side five years ago when the activist investor tried but failed to break up Time Warner Inc.? Where's Jonathan Dolgen, who has been serving as an entertainment adviser and director since exiting the top of Paramount Pictures Corp. in 2004? Mostly, though, where's Brett Icahn?

Lions Gate claims in a lawsuit against Icahn that, as early as February 2009, the activist investor wanted a board seat for his 31-year-old son, Brett, who serves Icahn Enterprises GP Inc. as an investment analyst. And though the request was rebuffed, the suit goes on to state: "Since then, Icahn has indicated to Lions Gate his desire and intention to give his son significant influence over the company's creative and financial decisions, including critical influence over 'greenlighting' decisions."

But now, with Icahn actually fielding a minority slate, could father and son be having second thoughts? One suspects the answer Icahn père recently gave to the Los Angeles Times -- "I don't necessarily want my son out there working with [Lions Gate management], especially at his tender age" -- is only partially true. More likely is their mutual appreciation for what happens to a dissident slate after its expiration date.

"The abuse heaped on you can be very painful," says a current and former director of several entertainment companies who has been asked to take on sitting boards. "And if you fail, all you've done is alienate the community." That's why this director declines as many requests for this type of service as he can. "People who say yes had better assume whatever career they wanted in that particular space will soon be over."

The path to expiration can hurt, too, as Icahn's dissidents are about to learn: Daniel Ninivaggi, president of Icahn Enterprises, is being depicted as a toady for having, as Lear Corp.'s chief administrative officer three years ago, fought for an Icahn takeover despite objections from Institutional Shareholder Services Inc. He then left Lear as it filed for bankruptcy, only to be rescued and anointed by Icahn as his "right-hand man."

With Harold Shapiro, former president of Princeton University, Icahn appears to be calling in a chit from an alma mater to which he has made sizable donations over the years.

Jay Firestone, executive producer at Toronto-based Prodigy Pictures Inc., partnered as a co-distributor during Icahn's short-lived Stratosphere Entertainment, which released eight flops between 1998 and 2000. CanWest Global Communications Corp., which bought out Firestone's company in 1998, elected not to renew the producer-distributor's contract in 2003, then shuttered the operation he left behind in 2004.

Michael Dornemann, vice chairman of the Virginia-based outsourcer Access Worldwide Communications Inc., gets dinged for antagonizing the artistic community during his many years as CEO of Bertelsmann AG's music and television division, a position from which he was removed in 2000, and more recently for helping rebuff a takeover of Take-Two Interactive Software Inc. while serving on its board. Take-Two stock has given up nearly 60% of the takeover price since its directors unanimously rejected the acquisition two years ago.

Then there's Chris McGurk, former CEO of Overture Films LLC, who resigned last summer on learning of his imminent departure via a misdirected e-mail. He least of all, arguably, knows how to run a studio. At Overture, which he founded in 2006, McGurk fell woefully short of goals for both profit and product. And that's after making some bone-headed moves and leaving low-hanging fruit at Metro-Goldwyn-Mayer Inc. and Universal Pictures.

It's all documented, too. References are being made readily available, for instance, by Lions Gate.

Richard Morgan covers media for The Deal magazine.

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