For a perspective on the corporate governance issues underpinning the proxy battle investor Carl Icahn is planning to wage against Yahoo, the Associated Press, Washington Post, Chicago Tribune, and more seek the insight of corporate governance and ethics expert Jim Post, the John F. Smith, Jr. Professor in Management at Boston University.
In their May 15, 2008 article “Icahn to Yahoo board: Sell to Microsoft or leave,” by Michael Liedtke, the Associated Press reports,
Yahoo Inc. Chief Executive Jerry Yang spent months fending off Microsoft Corp.'s unsolicited takeover bid. Now he may only have a few weeks to persuade the software maker to revive its last offer of $47.5 billion, or risk being fired in a shareholder mutiny led by activist investor Carl Icahn....If Yahoo can't find a way to placate Icahn, the battle threatens to distract Yahoo and the rest of the company's management from their turnaround efforts, said James Post, a Boston University professor specializing in corporate governance and ethics.
"Senior management cannot concentrate on managing the business when they are concentrating on managing critical relationships with angry shareholders," Post said.
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On May 16, 2008, the Los Angeles Times’ Jessica Guynn and Joseph Menn, in their article “Icahn launches bid to take Yahoo board,” write,
Boston University management professor James Post said Icahn in this case seemed to be taking the side of most big Yahoo investors. He called Icahn’s slate of directors “very solid, very serious” and predicted that at least some of the current board would lose their jobs.
“Change is going to happen,” he said. “It’s only a question of how much change and how soon it is going to happen.”
Full article
On June 5, 2008, AP Press journalist Tim Paradis, in his article “Plan bundles shareholders' votes as bloc,” reports on the general phenomenon of proxy battles,
The proxy voting forms that many investors toss aside could become prized armaments in battles over how companies are run.
Glyn Holton, an author and consultant, is pushing for a system that would let people who own shares of a company transfer the voting rights of their stock to other shareholders so investors with similar goals could establish a bloc of votes….While Holton's campaign hasn't drawn wide attention, experts in corporate governance said giving like-minded shareholders a way to align their votes could press companies' boards to pay greater heed to individual shareholders.
"I think this is another step in that process of trying to create a real voice for investors," said James Post, a professor at the Boston University who focuses on corporate governance and ethics.
"If you had one of these exchanges working around the Exxon proposals I think you would have seen substantially more individuals participating in this proxy voting. It would have been almost a perfect mechanism for those who are concerned about climate change issues or governance issues to get involved," he said.
While Post praises the proposal for its egalitarian ideals, he said setting up the exchange could be tricky, in part because it could be difficult to educate shareholders.
"Part of this is a consciousness-raising, a public awareness campaign," Post said, adding that he doesn't see any legal barriers to setting up a way to trade voting rights.
See article online, posted by the Chicago Tribune.
Then, in the Associated Press June 10, 2008, article focused on the case that’s now making proxy battles a household term, “Yahoo facing possible trial before Icahn showdown,” Michael Liedtke writes,
Yahoo Inc. may have to defend its response to Microsoft Corp.'s takeover attempt in a trial that could sway the outcome of the Internet pioneer's August showdown with investor activist Carl Icahn.
The legal drama will unfold next month if a Delaware judge grants a request made by attorneys for Yahoo shareholders….A trial "would force Yahoo's board and senior executives to answer a lot of questions that they probably don't want to answer right now," said James Post, a Boston University professor specializing in corporate governance and business ethics. "The last thing they want to do is to expose any more information about this severance program or anything else that Icahn could use."
Read full article, published by the Washington Post.
