Fast Money Halftime Report

Fast Money Halftime Report

Carl Icahn slams Dell board after dropping fight

Icahn: Dell situation corporate dictatorship
Icahn: Dell situation corporate dictatorship

Activist investor Carl Icahn abandoned efforts to block Dell founder Michael Dell's proposed buyout of the technology company because it "was too difficult" given a lack of progress with the board, which he likened to a "dictatorship."

"We figured we can't win. It was just too difficult," said Icahn, who along with Southeastern Asset Management had long argued that the $25 billion takeover offer by Michael Dell and private equity firm Silver Lake undervalues the company.

On CNBC's "Fast Money Halftime Report," Icahn complained the board just wouldn't listen to his arguments.

Icahn argued the incident highlights the need for "better corporate governance" in U.S. companies.

Carl Icahn, billionaire investor and chairman of Icahn Enterprises Holdings LP
Scott Eelis | Bloomberg | Getty Images

"We pride ourselves in setting examples for the rest of the world in, you know, considering morality and even considering democracy and here we have dictatorship in our corporates," Icahn said. "The sad part is that I think our companies would be so much better and we'd be so much more productive and I think it would satisfy the need for having more jobs if our corporations are better, but there's no accountability."

In a letter to shareholders, Icahn cited a change in the record date for stockholders allowed to vote on the proposed takeover, as well as a ruling that the gap period between the September 12 meeting and the annual meeting was legal.

If the board had allowed the annual meeting to proceed at the same time as the rescheduled special meeting, Icahn argued Michael Dell and Silver Lake would have been under more pressure to increase their bid.

Though he had yet to speak with him personally, Icahn also congratulated Dell for gaining control of the company at the price he wanted.

Icahn also addressed some of his other current investments, most notably Apple, which he has called "very undervalued."

Icahn said Apple is really a "no brainer," much like his purchase of video streaming service Netflix. Icahn said he has yet to sell shares of Netflix, too.

Icahn recently increased his position in Nuance, but declined to comment on speculation that he'd like Apple to buy the voice recognition software maker. Still, he called Nuance a good company with a lot of upside potential thanks to its exposure to healthcare.

—Reuters contributed to this report

—By CNBC's Drew Sandholm. Follow him on Twitter @DrewSandholm