Icahn takes another swing at eBay's board

The activist investor fired off his second scathing letter this week, slamming board members Marc Andreessen and Scott Cook for being "value-driven for themselves" and calling eBay's corporate governance "dysfunctional." Oh, and he still wants that PayPal spin-off to happen.

Call it the rebuttal to the rebuttal.


Carl Icahn on Wednesday fired off his second open letter to eBay shareholders (so far) this week, reiterating a call for the ouster of board members Marc Andreessen and Scott Cook and once again demanding the company spin off its PayPal unit.

Apparently he was unmoved by CEO John Donahoe's e-commerce tutorial outlining exactly why the spin-off isn't in the cards nor the company's immediate and dismissive response to Monday's missive.

During last month's earnings call, Donahoe addressed the PayPal issue saying "based on what we see today, we continue to believe that the company, our customers, and our shareholders are best served by keeping PayPal and eBay together. In short, we believe this is the best way to maximize shareholder value. Our board is unified in its view on this."

Beyond the proposed – and dismissed – call for the spin-off, Icahn has issues with both Andreessen and Cook who, in his view, have obvious conflicts of interest that are at odds with shareholders' best interests. Thus, he contends, they need to be replaced by his proposed slate of new directors.

"We believe corporate governance at eBay is dysfunctional," Icahn wrote. "Let's end this charade."

In its response to his first letter, eBay stood behind Andreessen and Cook, calling them "two of the most respected, accomplished and value-driven technology leaders in Silicon Valley" and uncorked a left hook of its own.

"We prefer to engage in more constructive and substantive discussions of why, in our view, PayPal and eBay are better together," the company said in its statement. "Instead, Mr. Icahn unfortunately has resorted to mudslinging attacks against two impeccably qualified directors."

Icahn, who currently holds 0.82 percent of the online auction site's outstanding shares, went on to ask shareholders to "vote in favor of our precatory proposal in order to send a clear message to the eBay board that eBay and PayPal must be separated – NOW."

eBay, so far, has not responded to his latest tirade.