"I don't think this was a great call by the two boards," contended the Yale School of Management senior associate dean. "These are boards buckling to ... the saber rattling" by activists.
Trian's Nelson Peltz has been pressuring DuPont to boost shareholder value. The October departure of DuPont chief Ellen Kullman was seen as a way to appease Peltz, after he lost a battle for board seats back in May. Edward Breen was named last month as permanent CEO and chairman of DuPont, succeeding Kullman.
Third Point's Dan Loeb has been targeting Dow Chemical, which last year settled a dispute with the hedge fund by adding four independent directors. With a truce between Loeb and Dow set to expire shortly, Chairman and CEO Andrew Liveris has been talking about the company's long-term strategy with key portfolio managers.
"We've had activists quite militant involved with both of these boards. [The companies] are facing cyclical downturns, and they're coming up with structural solutions," Sonnenfeld told CNBC's "Squawk Box," amid reports the two chemical giants could announce a merger as soon as Thursday.
Any deal is expected to result in the breakup of the combined company into three businesses to house the agricultural, materials services and specialty products operations. Such a move could "liberate a lot of value," former Honeywell Chairman and CEO Larry Bossidy said on "Squawk Box." "I think the shareholders will be the beneficiary of that."
Sonnenfeld disagreed, saying, "It creates needless uncertainty … as these businesses mix and match."
It'll be interesting to see how the differing corporate cultures come together, said Bossidy. "DuPont, my view, has always been more laid back and contemplative. Dow on the other hand, being in the commodity chemical business, they're street fighters."