Introduction: The Wolf of Wall Street carl icahn pointed out that Ebay was the "showdown" between the most important investors and listed companies on Wall Street a few years ago. About Icahn, we also learned something from the previous "Battle of Herbalife" by bill ackman. This article is Ebay's reply to Icahn, which is very interesting.

article source | eBay-response-to-Carl-Icahn-24-feb-214

recently, carl icahn, the new shareholder of ebay, unreasonably attacked two of our directors: Marc Andreessen and Scott Cook. Two technical leaders are respected in Silicon Valley, dedicated to creating value, and have contributed extraordinary expertise, insight and leadership to eBay's board of directors. They are also very cautious in corporate governance and remain open and transparent about their positions and business in other companies. In addition, in the past six years, John Donahoe, President and CEO of eBay, has been widely respected for his outstanding leadership and positive changes brought to eBay.

here, we hope to have a constructive discussion on the more appropriate reasons why PayPal and eBay are integrated, which we also believe is what other shareholders would like to see. Regrettably, in order to achieve his goal, Mr. Icahn chose to attack our two outstanding directors at random.

Mr. Icahn nominated two of his employees to the board of directors of eBay. As we mentioned before, the nomination committee of the board of directors will review the nominees in due course. Although the board of directors does not support the proposal, it is ultimately up to the shareholders to decide whether Icahn's employee or Mr. Cook is more suitable to join the board of directors and lead this excellent technology enterprise (Mr. Anderson will not run for the board of directors this year).

the board of directors made it very clear that it is in the best interests of shareholders to continue to make PayPal a part of eBay. The board of directors will regularly evaluate all the strategic options of the company, and once the situation changes, it is fully capable of measuring other plans to optimize shareholders' rights and interests.

As a response to Mr. Icahn, the facts are as follows:

1) Skype: Skype is a very good business alone, but its synergy with eBay as a global e-commerce and payment platform is limited. After evaluating the situation faced by eBay, based on the limited synergy, the board of directors believes that it will be in the best interests of shareholders to divest Skype. In the process, the company considered all the spin-off options, including independent IPO listing and selling to strategic investors, and chose the way with the highest return at that time (selling the shares it controlled). Silver Lake Partners led the private M&A group that sold its counterparties, and eBay retained 3% of its interests. It was these reserved shares that contributed $1.4 billion to our earnings in the subsequent Microsoft merger and acquisition of Skype. Director Anderson did not participate in any transaction decision-making process because of Anderson's personal contribution in the M&A group. The decision is in line with the requirements of eBay's board governance guidelines and business regulations, and has also been fully supported by Mr. Anderson. Splitting Skype enables eBay to focus on investing in core growth businesses-e-commerce and online payment, and at the same time, the development potential of Skype is fully released.

2) Mark Anderson: Andreessen Horowitz is one of the most successful venture capital funds in the world. Mr. Anderson's previous experience of creating value and driving innovation has made him an extremely important asset on eBay's board. Indeed, Mr. Anderson and his company have made a series of foreign investments, and as a venture capitalist, directly serving as a board member has certain potential conflicts of interest. However, for many listed companies in the technology industry, experienced venture capitalists are also valuable candidates for the board of directors. To this end, eBay's board of directors has formulated a series of rules to minimize conflicts of interest. For Kynetic, all the profits from eBay's acquisition of GSI Commerce are reflected in Anderson Horowitz's valuation when he invested in Kynetic, and his investment behavior has nothing to do with eBay. EBay sold the equity and creditor's rights of Kynetic and Rubin's companies at favorable prices.

3) Scott Cook: Mr. Cook is the founder and chairman of Intuit, and he also has excellent experience in creating value and driving innovation. It has been an important asset of eBay's board of directors for many years. There is little overlap between eBay and Intuit business, and the related director relationship has been fully disclosed and is within the scope of SEC safe harbor law. The accusation of employment behavior is old news. The employment restrictions of both parties ended many years ago, and eBay has never regarded Intuit as an important source of talents for us.

Note:

1. Mark Anderson: American entrepreneur, investor, software engineer, co-developer (23 years old) of Mosaic, the first widely used browser, and founder of Netscape Communication Company (acquired by AOL); Founder of software company Opsware (acquired by HP); Founder and partner of Silicon Valley venture capital firm Andreessen Horowitz (investment includes Twitter and Skype); Co-founder of social networking platform Ning (acquired by Genan Media); Board members of Facebook, eBay, Hewlett-Packard and other companies.

2. Scott Cook: co-founder of Intuit, a financial software company (its products are QuickBooks, TurboTax, Mint, etc.), an early investor of Snapchat, and worked as a consultant for Procter & Gamble and Bain.

3. Skype is a communication application software based on P2P technology, which provides users with voice and text transmission, and is developed by NiklasZennstr? M et al. founded in 23. It was acquired by eBay for $2.6 billion in 25, sold by eBay for $2.92 billion in 29 and bought again by Microsoft for $8.5 billion in 211.

4. Kynetic: One of the largest unlisted e-commerce companies in the United States, with sports e-commerce Fanatics, fashion e-commerce Rue Gilt Groupe and retail e-commerce Shop Runner (invested by Alibaba for 2 million dollars in 213), founded by Rubin, the founder of GSICommerce. GSI Commerce was acquired by eBay for $2.4 billion in 211, and then Rubin established Kynetic independently. In 212, GSI Commerce received an investment of $15 million from Anderson Horowitz (1% of the shares).