As with TWA, Icahn is making a fundamental mistake. He thought that an airline was about airplanes, and he likewise must imagine Yahoo is about websites, or banner ads, or searches. Wrong in both cases. Those businesses aree about people. At TWA, his actions precipitated crippling labor unrest. At Yahoo, the talent won't strike, but it will leave — those who haven't already walked out the door, that is. At Microsoft, too, the thought of taking on all of Yahoo's problems is sparking unease among the executives who would be charged with making a deal work.

Besides Microsoft, it's unclear what Icahn can do for Yahoo, or to Yahoo. Certainly, its board and management need wholesale replacement. Yahoo requires a "product Nazi," one Silicon Valley executive told me, to bust through the company's broken culture of consensus and impose a singular vision on all its efforts. But Icahn is exactly the wrong person to attract that kind of talent. He freely admits he knows nothing about technology; he's just good at opportunism.

As Dan Lyons, writing as Fake Steve Jobs, points out, Icahn's assault will likely start with a character assassination on Jerry Yang, as Icahn did with Motorola CEO Ed Zander, who soon resigned. With Yang's poor performance handling the Microsoft bid, he has sharpened Icahn's knives for him.

Yahoo president Sue Decker should start earning her outsized pay and head this off by taking the lead on handling Icahn. (Yang, the prickly cofounder) is far too tone-deaf to handle such a negotiation.) She should take her cues from former Time Warner CEO Richard Parsons, who played Icahn like a fiddle during his attempted raid on that company; instead of breaking the company up, as Icahn suggested, Parsons arranged for a slightly larger buyback of shares than previously planned.

The lesson from Parsons: The way to handle Icahn is to spend lots of time letting him talk, and then figure out how to pitch something the company was planning to do anyway as his brilliant idea. For Decker, who is widely thought unqualified to be CEO at Yahoo or anywhere else, it will be excellent practice for her future as a perpetual No. 2.

(Photoillustration by Jackson West; photo of Icahn by AP/Mark Lennihan)

After making repeated attempts to contact you via your office, I am forced to write this open letter to publicly air my grievances concerning Motorola.

As I told the company's senior designers at Motorola's 75th anniversary meeting: create something cooler and more expensive than anything else out there, and everyone will want it.

Zander ... seemed to care more about his golf score than running one of America's greatest corporations.

Many believe Ed Zander worked Geoffrey to death, putting the pressure of the fate of the company in his hands ... Ed Zander continued to reap the dividends of Geoffrey's work, and the company made billions in profit from overselling the RAZR. He had the audacity to say "well, maybe Geoffrey should have come up with a better successor to the RAZR," and told me to "wait for big things in 2008." I guess he was right — he got a big golden parachute, and exited out of the company.

Maybe it sounds like I take the downfall of Motorola personally; I do. It was my experience at Motorola, with people like Geoffrey and all of the loyal employees who still remain, that taught me that Corporate America can and should be; now, with people such as Zander and yourself, Motorola symbolizes the worst of Corporate America.

I've been there when Motorola's handset division was brought back from the brink of death 5 years ago; follow my advice, and we can do it again.

Motorola sells 20 times that many phones in a year. No, the real problem is that Samsung has taken market share from it in the U.S., where Motorola dominates, and Nokia is killing it in the developing world. And that's entirely Motorola's fault. Fixated by the high-end smartphones popular in the U.S., Motorola didn't sell enough cheap phones elsewhere. While we debate the relative virtues of locked and unlocked iPhones, billions of people wait to make their first telephone call ever. You can only sell so many phones to The 250 — even if they keep breaking them.

Motorola's business, like Gaul, is divided into three parts: cell phones, networking equipment, and cable set-top boxes. In theory, that positions Motorola well for the future, since the cable companies which today buy Motorola set-tops need to upgrade their broadband networks and will one day want to sell their customers service packages that include cell-phone plans. But in practice, those are highly competitive markets with different customers, business models, and competitors. Any one of those businesses would be hard to run; together, they're a management nightmare. Zander's pedaling as fast as he can, but he still can't keep up.

But apparently, he'd rather keep his technological Roman Empire intact than let any of the provinces break off, even though private-equity buyers would be happy to take some off his hands. BusinessWeek suggests that Motorola's board may soon kick him upstairs. Zander will either have to accept a lesser role at Motorola — or a lesser company to run. Sic semper tyrannis.

One week after Eric Jackson stood up during Yahoo's shareholder meeting to ask the CEO to apologize to shareholders, Terry Semel stepped down. Now, less than a week after releasing his "Motorola Plan B", rumors of Ed Zander's departure surface. Both companies were languishing relative to their competition; both CEO's were criticized from all directions. But rarely do shareholder proposals succeed, and both CEOs have withstood more powerful opposition (Carl Icahn was unsuccessful in his bid to unseat Zander earlier this year). It will be difficult for the shareholder activist to resist taking credit for taking down two CEOs within a week in less than a month... even if the reasons are larger than one man. Underperforming CEOs beware, Eric Jackson has a list. You might be next. [Photo: Reuters]