Icahn issues 'personally liable' warning to Yahoo board

Billionaire investor Carl Icahn has issued a warning to Yahoo's board of directors, mouthing the ever-fearful two words: "personally liable."

Carl Icahn

Icahn told Reuters on Tuesday that Yahoo directors may be held personally liable for signing off on the company's controversial employee-severance plans. That plan, as previously reported, could financially hamstring Icahn's dissident slate if it is successful in unseating Yahoo's board and taking a majority of the board seats.

"If they continue with this line, I believe they (the board) may be personally liable," Icahn told Reuters after speaking to the New York Financial Writers Association.

Basically, companies usually carry insurance to cover their directors against various liabilities. But, like any insurance plan, there is a cap on the coverage limits. Icahn apparently is anticipating that any legal action against the board may exceed those limits or is willing to argue that the board abdicated its responsibilities, thereby letting the insurance company off the hook.

[Thomas, David]

Icahn ... ugh

Yahoo is not, and should not roll for you.

[edaboy51]

I'm quite bugged having to be reminded every day that this billionaire is having a hissy-fit.

[someguy999]

I agree with cnet that it should be reported... but as well with the commenter that it doesn't have to be the top story every day. Frankly at this point updates on Yahoo has become a page 2 item, most of us realize we'll find out by August sometime what's the fate of Yahoo and until then its merely waxing philosophical...

[Sugiarto Setiabudi]

Personal liability is for breaching duty of care and duty of loyalty to the company.

So,Yahoo board obviously had discharged their fiduciary duty to the company and severance plan iis to deter company from illegal hostile take over by sick monkeys "business judgement rules"

Yahoo can seek disqualification order for Carl Ichan and his cronies

[drhamad]

While I don't want to see Y! sold to MS, Icahn owns a significant part of the company. The Board is hired by the shareholders - the shareholders are the owners. Icahn is a significant owner, though obviously far from the only one.

I wish he'd shut up, but he has every right to want certain things to happen in a company he owns a significant part of.

[GatesOfHell]

Icahnnot see this scaring anyone at all ... "... may be ..." ha!

Buzz off, you manipulative whiny billionaire twit!

[Remo_Williams]

The shareholders come third. The customers come first, the employees come second, and the shareholders last. This idea of shareholders as owners has been taken to its illogical conclusion far too long. This is not a matter of four or five shareholding owners, this is a public company getting bullied by a reprehensible human being. It should be a no-brainer.

-Remo

[WJCIII]

@remo - afraid not friend. Whether there is 1 or 1 million, the shareholders own corporations and managers who forget that deserved to get the boot. That is not to say that managers and directors have to run the business focused on next quarter's earnings (although too many do.)

[J. Blow]

Not to board memebers they don't. Legally the shareholders come first.

[fokkwp]

Yahoo lawyers are quaking in their boots, Big Carl . . .

[Seaspray0]

As the billionair dreams of selling yahoo to microsoft, he mutters, "I think Ichan. I think Ichan." but it will take until August to reach the top of the hill and microsoft may not be waiting for him at the platform at the end of the track to greet him with open arms. Ichan will become known as the little engine that could but didn't and everyone googled happily ever after.

[sunergeos]

Great, I have to continue to listen to an angry white billionaire fume over his delayed instant gratification of cashing in on someone else's work because those who had the fortitude to culminate their idea into a multi-billion dollar operation have the gall to continue to have confidence in their ability to run the company.

Why the nerve of those common idiots for not handing over all their money and bowing down prostrate at the command of Icahn!

[J. Blow]

Are you a total moron? That "white billionaire" owns more of the stock then the founder Jerry Yang. That means Jerry has SOLD his interest in Yahoo long before Carl came along.

Based on your comment, and the other negative comment, I'm guessing you haven't ever served on a board before. I have and here's the first rule: you are financially responsible for the well being of the company. In fact that's almost the entire responsiblity of a board member!

That means that yes, putting a plan in place that is demonstrably harmful to the millons of other shareholders would be, at best, using very poor judgement, and at worst maliciously harmful. SOX (Sarbaines Oaxley) increased the liability of board members so yes, in all likelyhood, they can be sued.

[Dalkorian]

Meh. That "white billionaire" icahnt is only whining because he can't cash out and "TWA" Yahoo. I propose so far that the board has done all it can to ensure Yahoo has a chance at a future - or do you think M$ would have somehow "saved" them? Let icahnt waste his energy and money huffing and puffing about how much they could have cashed in for, it will be easy to defend against. Personally after all this fiasco I hope icahnt gets soaked from this, knock this arrogant bugger down a few pegs.

[sunergeos]

Speaking of being a moron, you want us to believe that Icahn's ranting and raving in the public space with Yahoo's board is financially responsible for the shareholders? You don't have to sit on a board to see the transparency in his motive - it's purely self serving. And before you dribble about Icahn being rich enough to be self-serving, remember that you took the podium on the righteousness of being for the shareholder's good. Icahn means to cause damage if he doesn't get his way and that behavior is reprehensible.

By the way, an IPO isn't selling out your interest in your venture - it's raising money to make sure it success and to spread the wealth. Your mischaracterizations are as misplaced as your logic.

[sunergeos]

By the way, you have your facts wrong. Icahn only owns 9mil shares - much less than Yang, but he has options to purchase more. So, my point is that he is not as invested as Yang to begin with, but wants to make sure he gets his way regardless if its the most financial prudent decision for Yahoo or not. But you keep siding with him. I get the impression you're birds of the same feather.

[DrLumen]

You ought to be glad that such a plan was put in place. It was meant to keep their employees from seeking other jobs at google and other competitors. With the severance package in place, that would help to persuade some valued employees to stay even though there may rough times ahead.

If all the employees leave (including the board) all you will have left is a building with the yahoo sign outside. What will that be worth?

[lealwai]

Actually, i think u misinterpret. From what i understand it was actually microsoft who set aside 1.5 billion to retain employees. What yahoo's severance plan did was to actually PAY employees that DID leave because of the buyout a lot of money each. Thus, making it very difficult and expensive for microsoft to justify the purchase, hence the withdrawal of the offer.

[dcase99]

Fact is Jerry Yang simply cannot run this company like it should be run. He has had ample time and opportuntiy to restructure or turn things around and he has done nothing. Stock has languished for years.

In the world of business you are either growing or dying, Yahoo for far too long has been in the latter category. Time for Jerry to go and Yahoo to face it's fate.

[Laserdisc]

Yang and Co. doesn't think Microsoft is the company that can boost Yahoo in the long term. So Yahoo inserts a so called poison pill that will protect employees from the likes of Microsoft/Ichan hack and slash tactics. This is kinda unprecedented, in 20 years I've personally never seen a large corporation stick it's neck out like that to protect it's employees.
Icahn is not an innovator nor an entrepreneur and doesn't portray the kind of leadership that inspires loyalty. Icahn is very good at what he does which is playing the stock market game. However in the end Yahoo I believe will go down the tubes and maybe Microsoft may have prevented it but I believe MS would've sped Yahoo to it's doom not save it. Icahn's loses will prevent him from buying a new Maybach this year. Joking aside Icahn needs to do what he thinks needs to be done and stay quiet because every time he opens his mouth about Yahoo, he looks like an idiot in the eyes of the IT industry. Icahn has every right within the boundaries of contracts and the law to do what he can to make his billions but I'd suggest taking the low profile route with Yahoo.

[J. Blow]

Yahoo wasn't protecting their employees. The employees got fulled vested and paid a huge severance if they left. In other words the day the deal closed they got all of their stock and options fully accelerated, plus a couple years of salary. This left MS no choice but to pass.

Also, get a clue. Icahn doesn't care what the IT industry thinks, he cares what the financial industry thinks. There seems to be a huge disconnect on this forum about what is driving this deal. In a word: money. It has nothing to do with IT. So, he has no incentive to take the "low profile" route because he wants the other Yahoo shareholders to vote with him to remove the Yahoo board.

[gdanko]

Icahn and people like him thrive on coming in, driving up a company's stock value, splitting it up, and selling it for a few dollars a share. In the meantime, thousands of people/families are out of an income. Perhaps Icahn forgot what it's like to have to work for a living. Perhaps he lives in a bubble and has no idea what the real world is all about. He is a just a rich old man who has nothing better to do than disrupt the lives of others so his good old boys club members can make a few extra dollars per share. Icahn, people have lives and jobs and bills to pay. Not everyone is wealthy like you. Quite frankly, most people enjoy Yahoo! as it is and are tired of your disruptions. Maybe 30 days living like a regular guy would do you some good. Perhaps you would gain a greater appreciation of the hard work people put into Yahoo! and other companies.

[sunergeos]

What a great thead! It's all in the perspective. From a Yahoo manager's view, the employees would be of immediate interest, from a legal view the shareholders interest come first, and from a shareholder's view the customer should come first. The bottom line for everyone involve is to keep Yahoo profitable. Icahn doesn't have that focus. He wasn't that invested to begin with, but he wants to be only prove a point.

[benjaminstraight]

And the fight begins. I am waiting for the next Installment of Mortal Combat to have the characters Icahn and 'shareholder' and Gates.