Late last month we considered why Carl Icahn might get mixed up with non-binding (precatory) proposals at Apple and eBay.  

We speculate that he studied the strategy that Ralph Whitworth at Relational Investors and CalSTRS undertook at Timken, where a non-binding proposal probably helped speed along the decision to spin-off its steel business. We conclude Icahn may do this because starting this year, shareholder proposals can pressure corporations in new ways. 

It seems Jeff Smith at Starboard Value studied the same strategy. This week Starboard announced its plan to submit a non-binding resolution opposing Darden Restaurants' announced spin-off of its Red Lobster business. And, Starboard intends to call a special shareholder meeting for the sole purpose of voting on that resolution. In addition to presenting some interesting strategic choices, it seems that Starboard may not have any other option for opposing the spin-off. 

It comes down to winning the hearts and minds of other investors. The extent of support for resolution and special meeting constitute an early sign of what other investors think about the Starboard and Darden plans for the company.

We analyze this situation in a current blog post.