Icahn makes populist appeal to eBay shareholders

The activist investor worth more than $20 billion references Sir John Dalberg and Hans Christian Andersen in his latest screed calling for shareholders to shake up eBay's board and demand a PayPal spin-off.
Written by Larry Barrett, Contributor

There's a fine line between passion and desperation. And if activist investor Carl Icahn's latest plea to eBay shareholders is any indication, there might not be any point in making a distinction.

On Wednesday, Icahn posted yet another diatribe on his Shareholders' Square Table website, ripping eBay's "not-so-world-class board" and lamenting CEO John Donahoe and his fellow directors' "unfettered power to squander the critical first-mover advantage that PayPal has just as, in my opinion, they squandered the value of Skype."

This escalating war of words – mostly one-sided in origination – between Icahn and eBay's management team has gone on for the better part of a month. Icahn has called out directors Marc Andreessen and Scott Cook for alleged conflicts of interest, slammed Donahoe for his poor judgment and lack of vision and offered up a pair of his own employees as viable board replacements. He's also enthusiastically recommended a compromise of sorts to sell off 20 percent of PayPal in an initial public offering.

eBay, for the most part, has taken the predictable corporate high road, acknowledging that it has given consideration to Icahn's concerns and proposals, but has dismissed them out of hand while also defending its board members and strategy as it pertains to PayPal. It also laughed off Icahn's conflict of interest concerns related to its $1.9 billion sale of Skype in 2009 as little more than revisionist history.

This latest rant, however, titled "A Watershed Moment for Stockholder Participation," differed in tone from the onslaught of "open letters" Icahn has directed at eBay shareholders in recent weeks, striking a curiously populist tone – particularly coming from a man with an estimated net worth north of $20 billion.

It also comes, not coincidentally, a day after eBay announced plans to hold its annual shareholder meeting on May 13, significantly later than the usual mid-April date and a possible sign that it's taking some extra time to prepare for the looming proxy battle and rally support for its repeated insistence that eBay and PayPal are better – for customers and shareholders – together.

But eBay's steady defiance has brought out the William Jennings Bryan in Icahn, who holds roughly 2.2 percent of all oustanding eBay shares. His latest missive calls on the institutional investors who could have sway at eBay's upcoming shareholder meeting to remember the famous Sir John Dalberg quote about power tending to corrupt and that "absolute power corrupts absolutely."

He also used Hans Christian Andersen's "The Emperor's New Clothes" as a metaphor for the "conflicts and self-interested maneuvers" that he believes are "endemic" to the current eBay board.

While acknowledging that the company doesn't "have a monopoly on good ideas," eBay officials again said that keeping PayPal as part of eBay is the "right plan for today," adding that Icahn's "new" idea – a carve-out IPO of PayPal – indicates that he now seems to agree that a full separation of PayPal is "not a good idea."


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