Corp gov types have struggled for years to achieve what Carl Icahn just won in a matter of a few months. In three cases, a portfolio company agreed to meaningful corp gov reforms, and headed off a potential proxy contest.
The changes that Icahn gained illustrate neatly how PMs should think about corp gov at portfolio companies. Icahn identified clearly what, exactly, would meet investors' financial goals for each company, and targeted just those changes. No broad corp gov agenda, only what each situation requires.
All three involve spinoffs that typically would erect steep obstacles against a prospective buyer. In all three instances, Icahn instead cleared the path for such buyers.
The settlement agreements at eBay, Manitowoc, and Gannett set forth the arcane detail. We've addressed settlement agreements in general before, and each could serve as a case study on that subject.
Happily, his efforts agree with our corp gov priorities. We've not seen settlements like this before. In this way, these particular agreements break new ground in corp gov reform.
We explore this approach to corp gov in a current blog post.
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