Updated: The disclosure of a complaint against Yahoo over its poison pill has predictably wound up activist shareholder Carl Icahn.
The takeaway from an interview in the Wall Street Journal: Icahn wants to remove Yahoo CEO Jerry Yang. Icahn has already launched a proxy war and plans to replace Yahoo's board of directors. But after the public disclosure of Yahoo's compensation plan designed to thwart a Microsoft takeover Icahn launched his offensive. Yahoo tried to keep the details in the complaint confidential.
Update: Yahoo said in an SEC filing it will hold its shareholder meeting Aug. 1 at 10 a.m. local time.
Icahn told the Journal:
"It's no longer a mystery to me why Microsoft's offer isn't around. How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone. I'm very cynical about many of the boards and CEO's in this country, but even I am amazed at the lengths that the Jerry Yang and the board went to entrench themselves in this situation."
According to the Journal Yahoo's board meets today.
The class action complaint against Yahoo appears to have given Icahn plenty of ammo in his proxy fight. As a refresher, Yahoo turned down a deal with Google just before the Microsoft bid. Compensation consultants called Yahoo's poison pill defense "nuts." And Yang allegedly ran roughshod over his board to thwart Microsoft.
Icahn's Journal interview appears to be a mere warm-up. The public statements--not to mention proxy filings--are likely to get uglier.