Activist shareholder Carl Icahn rallied against the corporate governance system in American business in a Wall Street Journal editorial published Wednesday.
"What baffles me is that voting rights really don't apply to public corporations," he wrote in the article. "Shareholders can vote, but boards can just ignore them under the 'business judgment rule' backed by state laws and courts. In the middle ages, feudal lords asserted the 'divine right' of royalty to justify their lordly positions while plundering the peasants. Today's boards act like they are vested with similar powers: the divine right of boards!"
Icahn cited Dell as one example of a dysfunctional system. He argued that the board, lacking strategic foresight, saw the loss of tens of billions of dollars in market value while CEO Michael Dell was at the helm.
"Instead of deposing him, the Dell board froze out shareholders, and last week voted to allow the CEO to buy the company at a bargain price using shareholders' own cash," Icahn wrote.
To read the full opinion piece, click here.