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What You Need to Know About Carl Icahn’s Attempted Board ‘Takeover’ Of Conduent

A board member appointed by activist investor Carl Icahn resigned suddenly this week and filed a four page letter to the SEC in which he outlined a laundry list of grievances. Conduent said before the letter was filed, Icahn attempted to use it as leverage to get Conduent Board Chairman William Parrett to step down.

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Icahn Stirs More Corporate Drama

The sudden resignation of Conduent board member Michael Nevin – a financial analyst with Icahn Enterprises -- and his four page letter excoriating the company’s board and management, was used as leverage by Carl Icahn over the weekend as he tried to get board chairman William Parrett to resign, offering to withhold the letter’s public release in exchange for Parrett’s departure, the company said in its own public filing.

“Mr. Icahn also expressed his desire that Mr. Parrett resign from the Board and that a new director chosen by Mr. Icahn be added to the Board. We believe Mr. Nevin’s “noisy resignation” and these related discussions represent an attempt to take control of the Company’s Board.”

Conduent was spun off from Xerox, which a year ago, waged its own proxy war with Icahn. The business process outsourcing (BPO) provider is largely made up of the parts of the company that Darwin Deason sold to Xerox.

Deason was Icahn’s partner in their fight with Xerox to scrap a potential sale to Fujifilm, and replace then CEO Jeff Jacobson and several board members. Deason and Icahn won that fight, installing a new board and a new CEO, though Fujifilm has filed a billion dollar lawsuit in U.S. District Court for breach of contract.

With Xerox a board member resigned in December 2017, which was accompanied by a public letter from Icahn. This fight with Conduent is beginning in a similar fashion, with an Icahn appointed board member leaving amid a public spat.

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