Whatever comes of billionaire Carl Icahn’s attempts to remake Time Warner’s board in his image, his rhetoric is at least adding a degree of entertaining trash-talk to corporate governance. Call him the Mark Cuban of the boardroom.
At an analyst’s conference yesterday, the Associated Press reported, Icahn threatened retaliation if Time Warner sells a stake in AOL at terms he considers inadequate. “I’m going to hold the board of Time Warner personally responsible if they give away AOL the wrong way for the wrong reasons,” he said. “I believe there’s personal responsibility.”
Of course, any good trash talker eludes nuance, like the apparent conflict that arose after Icahn hired investment bank Lazard to advise him on his quest to shake up the huge media conglomerate. As The New York Times reported today, Robert C. Clark is a board member of both Time Warner and Lazard. Clark will not have to resign or recuse himself from either board, The Times reported, because he does not have day-to-day management duties at Lazard.
For its part, Time Warner is stuck with the dilemma of a kid being threatened by bullies: Is it better to respond in kind or to take the high road? The company has so far maintained its composure, eschewing personal attacks and expressing confidence that it is taking the right steps to deliver sustainable value and highly competitive shareholder returns.
Though Icahn is not going to forget Time Warner, the company might draw solace from one new development this week. Fairmont Hotels & Resorts said Tuesday that Icahn, who owns a 9.3% stake in Fairmont, had notified the Securities and Exchange Commission that he would encourage the company to pursue strategic alternatives to maximize shareholder value. He is expected to meet with Fairmont executives soon.