‘Virgin’ North Dakota Draws Billionaire Icahn in Raider Quest

[Joanne98]

Feb. 20 (Bloomberg) -- North Dakota, known for blizzards and badlands, may one day become a home for corporate America, should billionaire Carl Icahn get his way.

The state has adopted a law, drafted by an attorney hired by Icahn and other investors, that lets shareholders more easily gain control of any company incorporated there. The law strips away anti-takeover measures, pays individuals for the cost of successful proxy battles, and allows investors to vote “on an advisory basis” on executive pay.

Icahn has proposed that Amylin Pharmaceuticals Inc. and Biogen Idec Inc., companies he’s engaged with in proxy battles, become only the third and fourth publicly traded companies incorporated in North Dakota. While the billionaire investor can’t force such a move, he can push for a shareholder vote that may send trustees to the bargaining table, said Larry Hamermesh, a law professor at Widener University in Wilmington, Delaware.

“The real goal is not to move to North Dakota, but encourage negotiation about enhancements of shareholder rules,” Hamermesh said. North Dakota, hoping for a tax benefit from the new law, gets nothing in the meantime, he said.

The legislation was passed in 2007, and since then no company has been incorporated under the law, said Al Jaeger, North Dakota’s Secretary of State, in a telephone interview.

“We were kind of virgins” when the law was drafted, Jaeger said. “We didn’t have a complicated law in place at the time, or a lot of companies that this might impact.”

Like-Minded Investors

The legislation came into being after Icahn rounded up a group of like-minded investors, including New York-based hedge funds Jana Partners LLC and Steel Partners II LP, and hired Philadelphia attorney William H. Clark Jr. to draft a bill, Clark said. The group pitched the law to Vermont, where it died in a legislative committee, before taking it to North Dakota.

http://www.bloomberg.com/apps/news?pid=20601109&sid=aXgfseyKwJmI&refer=home

Remember the 80's when we had all those hostile takeovers that centralized the economy into the hands of big business. Here we go again.