Activist Investor: Yahoo!'s Board Irrelevant

Here's where Lipton is right. There are many activist investors out there. Some are good and successful; others, not so much. There are more many more activists today than there were five years ago. But most of the new and smaller ones practice what I call "activism by the numbers." They have a stock set of prescriptions for every company: sell the company, launch a share-buyback plan or pay a larger dividend. They believe their target companies can solve all of their problems with a one-size-fits-all solution. Not surprisingly, this approach fails more often than it succeeds, and it is a major distraction for well-meaning companies who have to address these criticisms.

But here's where Lipton is wrong. We still have far too many misguided boards and executive teams destroying shareholder value year after year and then claiming that only they have the true understanding of how their bumbling efforts will, one day, result in long-term benefits. A good case in point is small Canadian semiconductor company Zarlink (ZL Quote). The same board and management team has been in place for much of the last decade. Over that time, the once billion-dollar Zarlink has lost 92% of its market capitalization (vs. a 20% gain for the Nasdaq).

Not surprisingly, one of its 5% holders (who is not traditionally an activist investor) just launched a proxy contest to remove the CEO, chairman and several other directors who have presided over a terrible track record. The incumbents' response: this shareholder is being "self-serving" and is a "short-term" thinker. Presumably, management needs another decade and all shareholders need to be quiet and suffer along.