Carl Icahn-ic: Shareholder Activist Talks About His Quest to Improve Boardrooms (Are You Listening, Yahoo?)

What does Carl Icahn, the billionaire activist shareholder who waged war on Yahoo and now sits on its board, really think?

“…I really think current boards and managements are killing the country,” he said in an interview published Friday in The Wall Street Journal’s Opinion Journal. “I’ll tell you why, ’cause I’ve lived it. I’m on a lot of boards, I see how ineffectual they are.”

While he was talking about the state of American management in general and not Yahoo in particular, it’s worth reading an interesting chat Icahn had for a feature called “The Weekend Interview.”

The reason for the talk was because Icahn recently launched United Shareholders of America, which is aimed at changing laws to make management more accountable to shareholders.

Said Icahn about the impact of legislation on CEOs: “…that if they’re going to mess up and they’re playing golf all day, some shareholders will be able to call a meeting to say no more poison pills, no more staggered boards, we want you to get out of here.”

But some of the lax standards are apparently amusing to him. According to the Journal: “Icahn says some boards are so bad that it’s (almost) funny. There’s no need to watch Saturday Night Live anymore, he says, ‘I just sit at a board meeting.'”

Life probably is not quite so funny with regard to Yahoo (YHOO), given Icahn’s five percent stake in the company, which he bought in the mid-$20 range, is now trading at about $10 to $11 a share.

Sources at Yahoo said they are worried Icahn could dump some of his holdings or sell the whole chunk at a loss to one buyer, because several other of his investments are also suffering of late. Such a move could further tank Yahoo shares.

That seems unlikely given Icahn is on the Yahoo board, serving along with two other directors he picked, as part of his settlement with Yahoo to withdraw his proxy fight this past summer.

But he has been unusually quiet since he joined, as has the rest of the board, which could mean he has either become frustrated into inaction or is quietly working on something to turn things around at Yahoo.

That could range from the deal to merge with Time Warner (TWX) online unit AOL, to pushing to have Yahoo CEO Jerry Yang replaced, to continuing his longstanding agitation to get a search deal done with Microsoft (MSFT).

In the Journal interview, Icahn did address Yahoo and such a search deal, although he said little that was new.

Here is that portion of the piece in its entirety:

This summer, he worked with Microsoft to purchase Yahoo’s ‘search,’ but settled for a place on the board. ‘I thought they would do a deal with Microsoft. Obviously, I think Yahoo made a mistake by not doing so. I talked to [Microsoft CEO] Steve Ballmer quite a bit, and we had a pretty damn good deal to sell search,’ he says. ‘I thought I could be an activist in it, but it was very difficult. But these things take time.’ Mr. Icahn says he can’t comment too much about the issue, but he still thinks that Yahoo ‘should do a deal with Microsoft.'”

In fact, everyone thinks that, including Yang, who also said as much in a recent interview at the Web 2.0 Summit.

Everyone, that is, except for Microsoft.

[Drawing, from the Journal, by Ismael Roldan.]