In response, Lear spokesman Mel Stephens had said: "We frankly think their analysis is superficial and we don't agree."
"When we take a look at it, all the factors and risks, we conclude ... this is a fair deal for shareholders," he said.
A judge from the Delaware Court of Chancery -- an influential court of corporate law where the majority of large public companies are incorporated -- had criticized Rossiter for his front-line negotiating with Icahn. He also raised concerns that Rossiter and other executives reached a deal with Icahn to continue their employment and receive millions in financial incentives.
That judge last month stopped short of blocking the sale, finding no evidence that any action kept the company from getting the best price. But he ordered Lear to make greater disclosures about the sale process before a vote.
Lear has said Rossiter's personal interests did not affect the decision-making process. The final evaluation and decision belonged to an independent special committee and Lear's board.
Richard Pzena, who owns 8.6% of Lear shares through Pzena Investment Management -- the largest stake after Icahn's nearly 16% -- said that Lear eventually would be worth about $60 per share.