Enter Silver Lake, with its $2.75 billion bid. To induce Silver Lake to buy Skype, eBay agreed to cover 50 percent of the losses resulting from the lawsuit from Skype's founders. Further, eBay agreed to hold onto a 30 percent stake in Skype so that it would participate in the upside — or downside — of the business into the future.
At the time, Joe Nocera wrote a column in The New York Times suggesting the price tag that Silver Lake was paying was high: "Many people on Wall Street — and a number of telecommunications experts I spoke to this week — were stunned by the price Skype sold for, and not just because we are in the middle of a recession."
A little over a year and a half later, with the economy getting a bit better and after a settlement was reached with Skype's founders to end the litigation, Microsoft paid an astonishing $8.5 billion for the company, which included eBay's stake. (Microsoft had originally passed on the acquisition because of legal issues.)
Today, with the benefit of hindsight, Mr. Icahn argues that eBay mismanaged the sale, and shareholders lost out on roughly $4 billion that went to the Silver Lake consortium, which included Mr. Andreessen's firm.
There is no question that, by default, eBay would have benefited by waiting another two years to sell the business and settling the litigation itself. But it is hard to argue in good faith that eBay somehow knew that the business was worth more than the market at the time and still went ahead with the sale mainly to enrich Mr. Andreessen.
Perhaps forgotten in the back-and-forth between Mr. Icahn and eBay is this: From the time the company signaled its intent to divest Skype until the sale to Microsoft closed, eBay's market value jumped by $29 billion, or 195 percent, in no small part because investors believed that the company had refocused itself on the right priorities. While eBay may be short $4 billion, in truth, the amount was more than made up by the increase in the company's market value.
So did Mr. Andreessen have an undue influence on the board's decision to sell Skype to the investor consortium? By all accounts, the answer is no.
That's not to say that a company selling a business to a group of investors that includes one of its board members should be applauded. It raises all sorts of questions that could have been avoided if Mr. Andreessen had recused himself from being part of the investor group that bought Skype as opposed to a board member involved in a critical decision for eBay's future.
(Read more: EBay tells shareholders to vote no on Icahn)
Silver Lake approached eBay long before Mr. Andreessen was ever invited to be part of the bidding group — and his firm, Andreessen Horowitz, invested only $50 million in the deal — so it was hardly necessary for him to participate in the deal the way he did.
Sadly, the debate over Mr. Andreessen's role is obscuring a larger and more important debate: Should PayPal continue to be part of eBay, or would it be more successful separately?
Mr. Icahn may be a bit of Luddite, but when it comes to investing, he has a hot hand. And he has a powerful and unlikely backer of his idea: Elon Musk, the entrepreneur who helped co-found PayPal and now runs Tesla and SpaceX.
"It doesn't make sense that a global payment system is a subsidiary of an auction website," Mr. Musk told Forbes magazine. "It's as if Target owned Visa or something." Mr. Musk also argued that PayPal "will get cut to pieces by Amazon payments or by other systems like Apple and by start-ups if it continues to be part of eBay," he said. "It will either wither or be spun out … Carl Icahn can see it, and he's not exactly super tech-savvy."
Another view takes the opposite tack. Reid Hoffman, the founder of LinkedIn and a former PayPal executive, backs eBay's view that PayPal is worth more as part of the company than separated, especially given the powerful trends among its competition.
"Amazon is a commerce platform with its own payments system. Google has a commerce platform and a payments system. Apple has the capacity to leverage its commerce platforms (iTunes, App Store) and its hardware into a closed-loop commerce system that would let users pay for online and offline purchases using their iPhones," he wrote on LinkedIn. "Square has allied with Starbucks because it needs large commerce partners to feed it transactions to process."
Whatever the right answer about whether eBay and PayPal should remain together or be separated, there are valid arguments on both sides. Perhaps a breakup is inevitable over the long term. In the meantime, let's keep the debates on the facts.
—By CNBC anchor and New York Times reporter Andrew Ross Sorkin