Tuesday, July 22, 2008

Why GE Doesn’t Deserve The Applause

I’m beginning to sketch out my next book and I can’t figure out how to position GE in it. Even though I’ve written some nice things about GE in prior articles and books, I have a confession to make. I’ve never completely understood the seeming success of GE’s business model, nor its titanic reputation in the business community.You see, GE violates what I and many other experts consider a fundamental tenet of competitive advantage: Companies that are focused on dominating one market, or just a few, select, synergistic markets will perform better than companies which have a presence in numerous and disparate markets. Conglomerates spread their resources and management attention too thin over diverse businesses that often require vastly different sets of customers, value propositions, competencies, infrastructures, technologies, and networks. Research has documented the frequency with which individual companies once buried in conglomerate portfolios performed significantly better once they were divested, a.k.a. liberated from the centralized, standardized, bureaucratic tentacles of corporate conglomerate headquarters. Bear with me on one more paragraph of “acadamese” and then I’ll deal with GE directly (or skip right to the next paragraph). The term “conglomerate discount” applies to the finding that highly diversified companies are, and should be, valued lower than less diversified companies. For example, writing in the International Journal of Theoretical and Applied Finance in 2006, Swiss professors Manuel Ammann and Michael Verhofen note that a conglomerate can be regarded as an investor’s option on a “portfolio of assets” (the companies bundled as one conglomerate package). By splitting up the conglomerate, they point out that the investor now receives a portfolio of “options on assets”; that is, the investor now has specific choices among a variety of assets that used to be part of a bundle but are now separated in the free market. Ammann and Verhofen demonstrate that for investors, the value of a free-market portfolio of options (your carefully determined choices among independent companies for investment purposes) is “always equal to or higher” than the value of simply giving you, the investor, an option on one bundled portfolio, like a conglomerate. Small wonder that conglomerates typically underperform the S & P 500.So both in terms of performance and investment, conglomerates are a lousy bet. And since GE is a conglomerate of widely diverse companies (more on this shortly), why is GE considered the paragon of management? Well, everyone immediately points to the fact that under Jack Welch’s 20 year reign (1981-2001), GE’s market cap grew from $14 billion to $410 billion. True, but why? I suggest that it was because of Welch’s enlightened and pigheaded commitment to downsizing big fat pockets of non-value adding personnel, divesting long-standing poorly performing business units, attacking the company’s history of paralyzing bureaucracy and complacency, violently shaking up a rigid top-down hierarchy, and forcing managers to be accountable to new, aggressive performance standards. The combination of Welch’s unique leadership skills, the wealth of low-hanging company fruit to pick, and the investment community’s embrace of the practice of “managing earnings” during the 1990’s—all led to healthy financials, a rock-star status for Welch, and enthusiastic, transfixed investors (and business writers). But everything’s changed. The low hanging fruit’s been picked, the markets have experienced constant disruption, “managing the earnings” is less tolerated, and global competition has intensified to the point that it’s much much harder to meet the famous Welch standard that every GE business be #1 or #2 in the industry. In fact, check out GE’s returns over the last 50 years and you’ll see that apart from the Welch years, the growth in stock returns has, on average, been modest. Under current CEO Jeff Immelt’s seven year tenure, GE’s stock has plummeted by 30%. I say that it’s all because GE is a conglomerate, and a conglomerate—especially an enormous global $170 billion conglomerate like GE--is much harder to steer towards sustained success in today’s economy, even for someone like Immelt who is arguably a very accomplished business leader. Now I’m sure that Immelt would vehemently object to my analysis. I understand from people who know him that he’s a genial guy, but the quickest way to tick him off to suggest that GE is a conglomerate. From his perspective, GE is something like an intimate union of synergistic teams operating under a common thread of culture and values. Come on, Jeff, cut the crap. GE’s own website cites its market presence in (alphabetical order) appliances, aviation, consumer electronics, energy, finance (individual and business), health care, lighting, media, entertainment, oil, gas, rail, security and water. (By the way, that list doesn’t include the recently divested insurance and plastics businesses). There are so many diverse products and services within that classification that GE has to list them within an “A to Z” list, and that’s just for starters on a general website. So spare me the noble rhetoric about synergy and common culture. GE is a bloody conglomerate! It’s a testament to Immelt and his management team that they’ve actually done a pretty good job of meeting growth and earnings projections while riding such a humongous multi-limbed beast. But the Street isn’t impressed, because investors seek future earnings and cash flow, and regardless of how good Immelt and his team are as leaders, they’re managing (uphill) a massive disparate structure trying to cope with massive disparate markets—and investors are rightfully skeptical. You know what I’d tell Immelt? “Shrink and grow, baby!” Focus on just a very few fast-growth future-oriented markets that you’re already in—like alternative energy, new paradigm aviation engines and personalized medicine—and dump everything else. Okay, keep GE Capital, but shrink it, and dump NBC, dump railroad, dump appliances, dump lightbulbs, just go down the list and keep only the (few) seeds of the future. Trim the company (rather, put it on a crash diet), clean up the balance sheet, liberate a ton of cash for new investment, and focus your leadership skills towards helping GE dominate a few select future-growth sectors with innovation, customization, and scale. What worked for Welch in the ‘80’s and ‘90’s won’t work today. I say: Jeff, if you de-conglomeratize GE, you’ll be a bigger hero than Welch. And, just in case you care, you’ll be a “super hero” in my next book.

Wednesday, July 09, 2008

The Value of Dominating Underserved Markets

If you want to win a quick bet, ask your friends which car rental company is the biggest in North America. If they say Hertz or Avis, you can smile and shake your head—and pocket your winnings. Then titillate them further and say that this company is the most profitable car rental company too. It’s Enterprise. What’s the secret? Well, first, a genuine institutional commitment to customer service--which yields an exceptional customer loyalty. (As rated by independent players like J.D. Powers and Market Matrix, Enterprise consistently receives the highest customer satisfaction scores in the industry). But the real competitive whammy is that the company’s commitment to service, and its extraordinary growth, has been wrapped around a unique business model. Rather than competing directly against huge powerhouses like Hertz or Avis in airports and hotels, Enterprise grew by building, and dominating, a previously underserved market—in this case the “home city” market. In hindsight, it seems brilliantly obvious how often we need a car in our own town or city—like when our car needs mechanical repair, or is in an accident (or stolen), or when out-of-town relatives come stay in our home and need a car for just a couple days in the middle of their holiday, or when an out-of-town business associate quickly needs a car for a few hours in the middle of the day in order to get to a couple appointments. At that point, a nearby Enterprise office (strategically located, there’s a branch office within 15 miles of 90% of the U.S. population) will send someone to pick you up, provide you with a genuinely positive concierge service, and then after you’re done with the car, drop you off. Enterprise still dominates this lucrative market, and what’s more, the growth of the brand’s customer loyalty became so profound that Enterprise was able to expand cautiously, but profitably, into the big competitors’ airport territory. I thought about Enterprise when I received a note from Bernard Rapoport describing his gala 90th birthday party in Washington D.C. earlier this year. I’ve written about “B” in a couple of my books. Remarkable fellow. Still very active in a variety of ventures, even after retiring ten years ago from the CEO position in the company he started over fifty years ago: American Income Life Insurance. American Income is a billion dollar insurance company has been rated by A.M. Best, one of the country's oldest and most respected insurance ratings company, as A+ (Superior) for overall Financial Strength. But I’ll bet you’ve never heard of American Income. That’s because it doesn’t compete directly against the high-profile behemoth insurance powerhouses across all markets. (Initially, it did, and got creamed before switching direction). The company’s successes are due to the fact that it focuses on providing specialized products and unique services for what used to be an underserved market: lower income working families, labor unions, credit unions, and some professional associations. “Labor” is American Income’s core market, and I remember when I first met “B”, he told me that every employee at American Income is a card-carrying union member—including himself! During his birthday speech, here’s how Bernard Rapoport described the origin of the American Income business model in the early 1950’s: “When I was in New York in the early days, the company wasn’t doing well; it wasn’t growing. I looked up at the skyline and saw all the skyscrapers that belonged to the large companies like Metropolitan Life, Prudential Life, Equitable life, etc. I shook myself and said, 'I can’t compete with those companies. They’re too big! What I’m going to do is I’m going to give the big companies 235 million Americans and I’m going to take 15 million Americans for American Income.' I went to the labor leaders and told them that we were going to be the union company. Everyone in our company would be a union member and from that point on we were exceedingly successful.” What’s the lesson that Enterprise and American Income have learned? Great customer service is a great idea, but its market and financial impacts are logarithmically expanded when that great service is applied to virgin nascent market spaces that you can ultimately dominate. So instead of rabidly competing with everyone else in the same arena for scraps of market share the way hungry dogs fight for a lone piece of meat, always look for those untapped, underserved, potentially lucrative markets—and then commit to doing whatever it takes to grow them, and “own” them.

Friday, June 27, 2008

What Do Amazon and Zipcar Have in Common?

Some of you might respond “The answer is that Amazon is now selling Zipcars!” You’d be wrong. Some of you might respond “What the hell is a Zipcar?” That’s probably where we need to begin. Zipcar is a Cambridge, Massachusetts-based company that allows its members to reserve a car online for rental (no waiting in line, no face-to-face human interaction at all), then go to one of numerous small facilities scattered around city neighborhoods throughout the country, then locate “their” parked car, unlock it by waving their pass card over a sensor on its windshield, grab the key hanging inside, then drive it away for the block of time they’ve reserved (at $6 to $10 an hour), and finally return the car to the same parking facility after filling up the tank. Fast-growing Zipcar boasts 200,000 members in 50 U.S. cities choosing among 5,000 cars. The company is also in Vancouver and London, and is expanding into 15 European cities. Customers tend to live smack in the middle of urban areas where driving and parking cars is a major hassle. My book agent Lynn, for example, lives in Manhattan and likes Zipcar so much that she sold her own car. As a Zipcar member, when she needs a car for a few hours, or for a day over the weekend, she simply signs up for a car and picks it up in a building within a short walk of her townhouse. Unless you’ve been in a deep slumber for the last couple decades, Amazon needs no introduction. But did you know that Amazon’s new, fast-growing business is renting out computer capacity? Amazon has such vast, and now excess, capacity in servers and digital storage that its new category of customers is the nearly 400,000 firms that don’t want to build and maintain data centers and related infrastructure but are perfectly willing to rent it from a reliable brand like Amazon. So what, then, do Amazon and Zipcar have in common? They have both seized a huge opportunity: frequently, customers today prefer to borrow and rent rather than to acquire and own—especially if the rental provider can make their lives easier, happier, more efficient, and more productive. Consider trends like outsourcing, “cloud computing” (computing and storing data on the Web rather than on individual local computers), InnoCentive-type web sites (where companies post thorny scientific and technological problems that their own staffs can’t figure out with the goal of attracting—with appropriate incentives-- imaginative responses from independent minds around the world), and the increased strategic allure of deep collaboration and intimate partnership among companies rather than outright acquisition. These trends are a natural offshoot of something really big: In today’s marketplace, where customers are overwhelmed by information and choices, and where vendors have to maintain lean agility and perpetual innovation—sometimes it makes a lot more financial and strategic sense to rent the best talent and resources rather than to pay big bucks (and make even bigger commitments) to own them outright. From A to Z, Amazon to Zipcar, we’re seeing the emergence of something big. Are the leaders in your company discussing how to capitalize on it?

Friday, June 20, 2008

This Bud's For InBev

Seems like InBev is serious about acquiring Anheuser-Busch (A-B). The Belgian brewer has made an unsolicited offer of $65 a share, or $46 billion, in cash. That’s a significant premium over A-B’s current stock price. The financial and legal shenanigans are already taking place. A-B is looking to cut a side deal, maybe with the Mexican firm Grupo Modelo, to make itself less attractive. That has annoyed InBev CEO Carlos Brito, who warned A-B’s board that “…we believe it is important for you and your Board to understand that our proposal to combine with Anheuser-Busch by means of acquiring all Anheuser-Busch outstanding shares for $65 per share in cash is made on the basis of Anheuser-Busch’s current assets, business and capital structure.” He’ll probably have to up his bid, maybe to $70 a share. At what point does the price become untenable? Further, a number of other strategic issues should be taken into account, and they usually aren’t because the dealmakers usually see only the financial and legal aspects and ignore the so-called “soft” stuff that can easily screw up the rosy post-merger projections. If I was advising Brito, I’d warn him about four things to pay very serious attention to:• Good old fashioned politics. A-B is about as “American” a brand as one can imagine, Budweiser is the "King of (American) Beers", and there might be some stiff political resistance to a “foreigner” coming in—especially in a political climate where free trade and outsourcing are hot button issues. Already, Sen. Claire McCaskill, D-Mo, has formally urged the A-B board to reject the offer. Many local political groups have done the same. Is this just some normal posturing, or is it more than that? If neighbor Barack Obama of Illinois gets into the fray in an election year (remember, the Teamsters, who represent many of the A-B drivers, have endorsed him for President), things could really get interesting. • Good old fashioned unions. Teamsters or otherwise, they don’t like the deal, and unhappy employees are not something an acquiring firm would like to inherit. This is especially salient because InBev has a history of tough approaches with unions. The company has laid off hundreds in five countries in Europe, where it’s pretty hard to lay off anyone. • Good old fashioned differences in business philosophies. This one could be a big wild card. A-B is a marketing machine. Spend those umpteen dollars on a gazillion ads and promotions, no holds barred. Focus on innovation in marketing rather than on product development. That’s how—despite stagnant earnings and an unimpressive stock valuation-- it’s maintained a hefty market share with a pretty mundane lineup of beers. In contrast, InBev grows by acquisitions followed by aggressive cost cutting. You see the potential problem here? • Good old fashioned fantasy thinking. In my books and articles, I’ve pointed out that there are indeed good strategic reasons for acquisitions, like obtaining cutting-edge technologies or gaining a quick entre into a fast-growing market. But InBev’s strategy is different, and far riskier: It wants to buy market share, plain and simple. With one stroke of the pen, its current tiny presence in the U.S.would balloon to a nearly 50% share of the largest beer market in the world. That sounds nice, but consider: The U.S. beer market is now fragmented and hypercompetitive, new micro breweries with tasty products and loyal fan bases are springing up left and right, and most important, the U.S. market as a whole has been growing very slowly for years. On top of that, InBev’s basic premise is that A-B’s customers will cooperate with the deal; that is, they won’t defect. But there’s no guarantee of that, as so many serial acquirers have found. And if InBev’s cost-cutting campaign wipes out A-B's expensive marketing initiatives that have propped up market share for years, the problem could be aggravated further.

Friday, June 13, 2008

How Getting Stuck in an Elevator Can Help Your Business

My wife and I recently had dinner with our friends Jean and Steve, who told us a tale that was not only amusing, but one that will help you make a very important business decision. Seems like earlier this year, Jean and Steve went to Arizona for major league baseball’s spring training. A lot of fans do this. One day, they got tickets to a game featuring their beloved San Francisco Giants playing at Diamondback Stadium in Phoenix. They took the elevator to get to their seating level--and it got stuck. And stayed stuck. After a few minutes of solitary waiting, Jean pressed the emergency button and sure enough, a voice from the outside came through. Muffled and blurred, but at least a voice. So far so good. Then the conversation began in earnest: Jean: “We are stuck in the elevator.” Voice: “Where are you?” Jean: “In the elevator behind home plate.” (Pause). Voice: “Where?” Jean: “In the elevator behind home plate, the one that goes up to the box suites.” (Pause). Voice: “Where are you exactly?” Jean (a little irritated): “We’re in an elevator behind home plate at the stadium.” Voice: “Where?” Jean (a little more irritated): “The baseball stadium. In Phoenix.”Voice: “Uh, where?” Jean: (sharply): “The stadium. In Phoenix, Arizona.” (Pause).Voice: “Hmmm”Jean (exasperated): “Excuse me, where are you?” Voice: “I am in India, madam, and if you give me more specifics, I will be glad to assist you. Where are you?” At this point, Steve muttered a few choice expletives, then took matters into his own hands. He slowly forced the elevator doors open, and both he and Jean were able to lift themselves up the three feet to the next level. Over dinner, the story was funny, but at the time, they felt very frustrated. My wife, who has a slight phobia about elevators to begin with, said she would have panicked. Either way, it wasn’t the greatest moment in outsourcing history. So here’s the lesson for you business leaders. In today’s global economy, you should always be looking for outsourcing opportunities, even offshore. You should do it not merely to lower your upfront costs, but just as important, you should do it to get rid of non-value-adding functions and assets that suck up your resources and distract you from focusing on the innovations in products and customer care that your company needs to thrive. It makes sense for the Diamondback leaders to outsource the telephone response unit in the elevators. They should concentrate on constantly improving amenities like the baseball team, the seat comfort, ticket selection, food, the lawn on the field, fan loyalty programs, and so on. So outsourcing elevator maintenance is a sensible idea, and frankly, with today’s global communication and information technologies, it technically shouldn’t matter that the call center work is done in India. But—and it’s a big but—never let your outsourcing activities adversely impact the quality of your products and customer service. (Actually, an increasing number of imaginative companies are working with their outsourced partners not just to reduce costs, but to create an improved environment for products and service—but that’s another story). In other words, don’t let your quest for short-term cost savings damage your relationship with your customer. Like many companies, Dell found this out when it had to bring back a number of call center functions from India because American customers were complaining that the service reps could not speak clearly or truly understand the subtleties of their (the customers’) problems. Remember, the customer doesn’t differentiate between you the provider and your supply chain partners. If your partner screws up, the customer blames you—in this case, the Diamondbacks organization. So always stay on top of these supplier relationships, especially when they touch the customer. If customers are in any way distressed by the relationship, fix it or cancel it. Yes, capitalize on opportunities to farm out work that’s not your core competency, but remember that customer care must always remain your top priority.

Tuesday, June 03, 2008

Authenticity Matters

In my book Break From the Pack, I argued that authenticity is essential for customer care. That is, if you want to use customer service as a point of brand differentiation and a path to competitive advantage, I wrote that “…you must genuinely believe in what you’re doing—and show it. You must commit to it with your entire heart, or you shouldn’t try it at all.” I wrote further that as a leader, you must insure that authenticity is not limited to idiosyncratic occasions or demonstrated by just a few fanatics, but rather is institutionalized so it becomes a core part of the way the firm (and all its employees) do business. Sounds reasonable, right? Unfortunately, many customers see true vendor authenticity as a relatively rare phenomenon. Recently, my family and I stayed on a Disney property in Orlando. Our first morning, I called downstairs to try to arrange a schedule for the day. Like most customers who don’t fit into a vendor’s carefully developed standardized “plan”, our wishes (for which we were fully prepared to pay) had some unique twists. Repeatedly, the “cast member” (Disney-speak) at the other end told me, without a drop of empathy and without a single “how about this?” alternative suggestion, that no--she couldn’t do that; no, she couldn’t answer that; no, that wasn’t her office’s responsibility; no, she couldn’t tell me who to talk with; no, no, no, no…. After 15 minutes, I was so frustrated that I finally blurted out: “I’m paying an arm and a leg for a deluxe room on your premium floor, and you’re telling me you can’t do anything for me, can you?” Her response, without a shred of embarrassment, was “That’s right.” My rejoinder was a snappy “I’m really disappointed. Good bye.” And then do you know what she said—mechanically, emotionless-- right before I hung up? I kid you not: “Have a magical day.” I had to laugh. They all say that at Disney. Of course, in this case, it was just words. They were as meaningless as some of those snazzy marketing promotions and noble mission statements and sweet-sounding communications memos to employees that turn out to be just words and no more. For me and my family in Orlando, that experience was more than inauthentic. It was demeaning. We managed to have a good time on our holiday, but we remembered……. In contrast, because it’s relatively rare, customers know when they experience genuine and deep authenticity, and it affects them profoundly. Last month I was called to jury duty. I intellectually understood, and accepted, my responsibilities as a citizen. Nevertheless, I confess that I arrived at the courthouse with a mixed sense of resistance, dread and resignation. As it turns out, I didn’t have to serve. The case was apparently plea bargained, and after several hours of waiting all 70 of us were sent home. Yet I am still blown away when I reflect upon the authenticity in the experience. First, upon arrival at the jury waiting room, I was greeted with a sincere smile by the staffers. I was thanked immediately for coming. Everyone who came was repeatedly and profusely thanked for coming. Based on the results of opinion surveys, the waiting room was Wi Fi’ed for laptops and equipped with four computer terminals for those without laptops. Coffee and tea and cookies were available. The chairs were comfortable, the room light and airy. A judge on another case came in and with warmth and humor explained how our roles fit into the process of justice and why our presence was important even if we didn’t actually serve on a jury—and he thanked us again. Whenever any of us had questions, someone on staff was available for a quick response. Every 20 minutes one of the staffers would go in front of the group and brief us on what was happening downstairs among the lawyers and how it might impact us. After answering any questions, the staffer would (each time) tell us a corny joke, then apologize for keeping us waiting, and once again thank us for being there. Sure, we were all happy to go home after nearly four hours, but I gotta tell you—I feel a lot better about jury duty than I ever have. The experience I had wasn’t full of fancy expensive bells and whistles (like at Disney World, for example). It just had a lot of personalized and institutionalized authenticity. The place reeked of it. And that made all the difference in the world. You know why? Here’s the secret, and whisper it to all your sales and marketing folks, to all your service people, to anyone whose work will somehow touch and impact the customer’s experience: As customers, we are absolute suckers for authenticity.

Wednesday, May 21, 2008

Welcome the Wolverines

A quick postscript to last week’s blog about Microsoft-Yahoo (and then I’m done with this subject, I promise): Speaking strictly professionally, I view Carl Icahn (the old corporate raider, greenmailer and current CEO of the hedge fund Icahn Capital) the way I would a wolverine. I see both of them as ruthless, fanatically determined, and exceedingly dangerous when crossed. Since I wrote last week’s blog castigating Jerry Yang for failing to embrace Microsoft’s lofty life-support offer of $33 a share, Carl the Wolverine has entered the fracas with the obvious question: Where the hell has Yahoo’s board of directors been all this time? Of course, we know the answer, and the answer transcends Yahoo. Boards of directors are supposed to serve as a check to CEO power run amok. They are supposedly responsible for fiduciary oversight on behalf of shareholders. In reality, they are often a joke. In many companies, they’re cronies of the CEO (who often has chosen them). Or they’re part of a good-old-boys network operating with the implicit understanding that their job is to lob softball queries to the CEO without embarrassing him/her. Or, in a classic follow-the-money scenario, they make sure not to jeopardize their lucrative “director” gig by doing things like, well, asking uncomfortable questions and holding CEO’s accountable for dumb decision. That’s where Icahn comes in. As a self-professed shareholder advocate, he has been a royal pain in the butt to a number of lethargically performing companies laden with entrenched executives--like TWA, Motorola, and Blockbuster, among others. Sometimes he wins, sometimes not, but his “M.O.”, often sorely needed, is to shake up the complacency of top management when corporate performance has stagnated and shareholders are long-suffering. Icahn Capital has bought 4.3% of Yahoo shares, and along with allies like hedge fund investor John Paulson (3.7%) and old warrior T. Boone Pickens (.75%) Icahn is agitating to unseat Yahoo’s board and replace it with a new slate that would be more responsive to insanely generous offers like Microsoft’s. Of course, before we cast Icahn as a hero, let’s remember that like all wolverines, he and his ilk can be mindlessly destructive. Sometimes, these “shareholder advocates” are so self-centered and short-term in their approach to the business (‘do whatever it takes to raise my share price so I can clear out with a fat return on my investment, damn the consequences’) that the longer term prospects of the firm are seriously damaged. For example, I remember back in 2003, then- CEO of Kodak Daniel Carp unveiled his grand plan to dump much of the cash-cow film business, cut annual dividend by 72 percent, and plow billions into building a strong presence in the fast-growing digital imaging market. A lot of wolverine investors howled (which ironically helped depress their stock by the way). Their reasoning was that Kodak should have used its income and free cash flow not for the long-term risk of transformation, but for supplying investors with juicy dividends and for temporarily propping up the old business to get it ready for sale. Let Kodak die if the price is right, snarled the wolverines, which would have been a justifiable option if Kodak leaders were clinging to a dying business model. But they weren’t. To their credit, Kodak leaders ignored the nay-sayers and moved aggressively towards their new goals. Kodak is still shaky today, but at least it is off life support and I wish its current leaders luck.Sometimes the wolverines lose themselves in a feeding frenzy. Remember how “Chainsaw Al” Dunlap systematically gutted Scott Paper and Sunbeam in the 1990’s? Dunlap never lacked for “shareholder advocates” who loved his approach, because they were able to bet on Dunlap to eviscerate the companies he ran and then carve up the carcasses to sell off at the most attractive prices. Who cared that what Dunlap was doing was essentially destroying companies and hence participating in a grotesque parody of “creating shareholder value”? The wolverines loved it. Having said all this, sometimes shareholders need those wolverines when it’s clear that CEO’s and boards of directors are either paralyzed with incompetence, or serving their own interests more than shareholders’. And even though I’ve argued that Microsoft would not be wise to do this deal (see http://www.harari.com/blog/index.php?/archives/169-Poor-Goliath-Seeks-a-Bride.html), I think Icahn is absolutely correct to put public pressure on Yahoo’s directors to justify why they didn’t leap at it. I think it’s fair to state the following challenge to Yahoo’s senior leadership and board of directors: Please unveil a concrete growth plan that will arguably raise investors’ confidence to the same level of stock value that Microsoft was offering, or thanks for the memories and let someone else take the helm.