Cantankerous billionaire Carl Icahn never shies away from a fight. This time, the activist investor is swinging at longtime eBay board members: venture capitalist and PayPal veteran Marc Andreessen and Intuit founder Scott Cook for "material conflicts of interest, which we believe could put the future of our company in peril."
In a rousing open letter to his fellow eBay shareholders (Icahn owns 2.15 percent stake), he says "the complete disregard for accountability at eBay is the most blatant we have ever seen." Icahn goes into great detail about how Andreessen manipulated the sale of Skype to Microsoft for $8.5 billion "reaping significant personal riches" at the expense of eBay stockholders:
Since Mr. Andreessen has been an eBay insider, he has engaged in several transactions that lead us to question his loyalty to eBay. During Mr. Andreessen's time on the eBay Board he has purchased large stakes in two former eBay subsidiaries, reaping significant personal riches. In September 2009, an investor group that included Mr. Andreessen, preempted a planned Skype IPO (in which stockholders would have ended up making multiple billions of dollars) and bought 70% of Skype for less than what eBay had paid to acquire it(1). Mr. Andreessen basked in the purchase, saying that "Skype is the archetypal phenomenon: a breakthrough technology"(2). His partner was even more excited, stating that "Skype is on its way to becoming one of the most important companies in the world"(2). One cannot help but wonder what happened to Mr. Andreessen's fiduciary responsibility to share his feelings with [eBay CEO John Donahoe] and the board rather than preempt the planned IPO to further his own interests. A mere 18 months later, Mr. Andreessen's investor group flipped Skype to Microsoft for $8.5 billion, a value three times what they paid for it(3), netting approximately $4 billion(3) at the expense of eBay stockholders.
Andreessen's role in the Skype sale has been scrutinized before. But Icahn offers up another example, claiming that Andreessen also got a "grand slam" by investing in the e-commerce company Kynetic just after eBay sold it back to the founder for cheap, "leveraging the low sale price and below market financing which the eBay Board had recently approved."
Icahn is also convinced that Andreessen's role as an investor and advisor in direct competitors is not in eBay's best interest:
...he has made investments in and actively advised, no less than five direct competitors of eBay (four of which are competitors of PayPal), including Boku (mobile payments platform), Coinbase (Bitcoin wallet), Dwolla (secure online money management), Jumio (online and mobile credit card payments) and Fab (design e-commerce)(11). How can Mr. Donahoe and the eBay Board allow Mr. Andreessen to advise these competitors while he simultaneously possesses not only nonpublic eBay Board information but also intimate proprietary information about PayPal's operations? But perhaps more importantly, how can Mr. Andreessen be trusted to objectively advise Mr. Donahoe and the eBay Board about the strategic direction of PayPal when he has vested interest in so many of its competitors?
The section on Scott Cook is much shorter and less compelling. Icahn's goal here is to nominate his own associates for the board and to get eBay to spin off PayPal, its fast-growing division. But eBay shut Icahn down on all fronts, dismissing his claims as mere "mudslinging."
EBay said that Mr. Andreessen was recused from all decision-making involving Skype. It added that the board has guidelines to minimize the impact of any potential conflicts involving venture capitalists.
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