Icahn, Time Warner: Not Just Fishing Expedition

Prior to that, Crawford played a key role in getting Adelphia to reorganize its management as it plunged into bankruptcy, and he was subsequently involved in Time Warner's recent acquisition of Adelphia's assets. A vote by Crawford recommending a spinoff of cable assets would carry a lot of weight for the other TW board members.

And while he may have good relations with Time Warner CEO Dick Parsons (everyone seems to) he is not afraid to go head-to-head against management, as he did in 1995 when he voted against CBS head Larry Tisch's slate of directors and was ultimately instrumental in forcing CBS to sell to Westinghouse. And in 1996, he was very critical of Cablevision(CVC Quote) when the company started going outside of its core business by buying Madison Square Garden and Radio City Music Hall. It was Crawford who also brought Turner and Gerry Levin to the table when the two competitors agreed to merge their disparate businesses.

Why Break Down the Prize?

So that's whom he wants on his side. Now why would Icahn press for a breakup?

Let's look at each division of Time Warner to determine that. The company breaks its revenue down into five categories: AOL, cable, filmed entertainment, networks and publishing. While there are some synergies between the different divisions (in particular, a much-hoped-for synergy between cable and AOL), the actual effect of these synergies is negligible.

For instance, HBO-created content doesn't necessarily find its way to TNT for cheap and can just as easily end up full price on Fox or NBC (a la "Everybody Loves Raymond," created by HBO Independent Productions). Although Parsons has stated that he does not believe in any financial "magic bullets" to unlock value, it's not clear that there is any benefit for the company keeping any of these divisions together.