Josh Black, Editor, Activist Insight, March 2015: When Carl Icahn is on a roll, the veteran activist doesn’t like to leave the table early. So when the internet auction site eBay, which Icahn had successfully called on the previous year to spin-off Pay Pal, reached out to ask for advice, he had plenty. The corporate governance reforms sought by Icahn amount to stripping the six companies that will emerge from the divisions of eBay, Gannett and Manitowoc, of takeover defenses that will make it difficult for a hostile bidder to gain control. Manitowoc’s SpinCo and Pay Pal will also opt out of section 203 of Delaware’s corporate law code, which prevents hostile bidders from taking a large position in a stock and then launching a tender. With one exception, the number of spin-offs completed in the US has continued to rise each year. This year may see fewer spin-offs but a higher Dollar volume, given Yahoo’s plan to spin-off its stake in Alibaba for example, will see more companies with more complex valuations and catalysts break-up, according to leading spinoff investment advisor, The Edge Consulting Group and corporate advisor, Deloitte.
Trian Partners referenced the PayPal agreement in its critique of DuPont’s spin-off of chemicals unit Chemours, and Sandell Asset Management recently told the board of JDS Uniphase that the company’s commercial lasers unit CCOP, which is being spun-off, should not have a staggered board or poison pill. “We believe the board must ensure that the CCOP entity conforms to the best of corporate governance practices and does not contain any entrenching mechanisms,” the fund’s CEO, Tom Sandell, wrote in February. The entity is an acquisition target…