The latest in the Carl Icahn-versus-Netflix saga has Icahn calling Netflix's poison pill measure—a plan that allows Netflix to flood the market with shares if someone attempts to buy more than 10 percent of the company without the board's approval—"poor governance" in an SEC filing, which is exactly what we would expect Icahn to do. In the past, Icahn has made a big investment in companies, which he did with Netflix last week, and then used that power to cause a board shakeup before making a lot of money for himself (and investors) via a sale, as CNET's Greg Sandoval explains it.
In this current situation, it's pretty clear Icahn wants to sell Netflix. Netflix doesn't want that, so it adopted this "poison pill" measure, which will make it hard for Icahn to control more of the company than he already does. Right now he has just under 10 percent of the company. (That move was also predictable, as DealBook's Steven Davidoff noted. Oshkosh, for example, made the same move last month.) And now, following suit, Icahn has started his board smear campaign, not only knocking the poison pill move but "other actions." The SEC filing reads: "As one of the company's largest shareholders we are concerned about the poor corporate governance at Netflix that these and other actions reflect." The question now is: what happens next? Here's how it could go: