By Cydney Posner

In case you missed it, there is an interesting op-ed piece in today's New York Times by Carl Icahn, a leading corporate raider of the takeover '80s (now they're called "dissident shareholders"). Icahn contends that the "problem of disenfranchised shareholders can be found at the root of today’s financial crisis." His solution is, not surprisingly, enhanced shareholder rights, including the usual proxy access and say-on-pay, as well as the novel call for federal legislation that would permit shareholders to require corporations to reincorporate in more shareholder-friendly states by a simple majority vote, overriding state law restrictions that prevent a change of jurisdiction unless approved by the board of directors. Icahn contends that the state "legal landscape is filled with devices designed by state legislators and courts to prevent shareholders from influencing how companies are run and so allow management free rein." His proposal for federal legislation "would encourage the states, which profit from the tax revenues that flow from corporations, to compete with one another by reorienting their laws on corporate governance to benefit shareholders."

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