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Yahoo’s Settlement Conditions: Icahn Group Must Retain 30 Million Shares; Must Not Disparage Company

By Joseph Weisenthal - Mon 21 Jul 2008 02:02 PM PST

imageYahoo (NSDQ: YHOO) has filed a few details with the SEC pertaining to its settlement with Carl Icahn. Foremost: Icahn and his associates must maintain at least 30 million Yahoo shares, about half of what they currently control, in order to remain on the board. Going below this will trigger a resignation. A few more notes:

-- Not only are Icahn and his associates not to launch any new fights, but they can’t even make disparaging remarks against the company (makes sense, since they’re on the board).

-- Also, this was hinted to in the original announcement: “If, prior to the 2009 Annual Meeting, the Board forms a committee to evaluate, negotiate or approve an extraordinary transaction, involving a possible change in control of the Company, the sale of all or substantially all or a material portion of the assets of the Company or a sale of all or substantially all of the Company’s search assets, or any other material transaction out of the ordinary course of business, the Board will offer to appoint the Icahn Associates Nominee to serve on any such committee.”

Posted in: Companies, Yahoo, Money, VC+M&A, Mergers & Acquisitions

Tags: carl icahn,


 

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