Do you agree with Mr. Icahn that there is a severe agency problem in Corporate America? What is your recommendation to solve this governance issue?

I'm no political scientist, but it doesn't take a genius to understand that voting is crucial to democracy. When things aren't going well, citizens can vote the leaders out. A lot of blood has been shed for these rights, and while democracy isn't perfect, to paraphrase Winston Churchill, it's far better than any other system of government.

What baffles me is that voting rights really don't apply to public corporations. Shareholders can vote, but boards can just ignore them under the "business judgment rule" backed by state laws and courts. In the middle ages, feudal lords asserted the "divine right" of royalty to justify their lordly positions while plundering the peasants. Today's boards act like they are vested with similar powers: the divine right of boards!

How did this board-centric system ever come about? Years of lobbying by pro-management groups in state legislatures produced a thicket of laws that protect the impregnability of boards and CEOs. Shareholders have been relegated to a "take it or leave it" status.

How can it be, for instance, when a shareholder purchases 10% or 15% of a company's stock, management can legally issue a flood of new stock to dilute those holdings and thwart a takeover because it may cost them their jobs? How is it fair that boards can simply ignore shareholder votes and leave incompetent crony directors and CEOs in place? Or legally ignore shareholder board nominations despite overwhelming evidence that new ideas and strategies are essential to salvage a failing business?

Is it fair that CEOs make 700 times what the average worker makes, even if the chief executive is doing a terrible job and thousands of workers are laid off? Why do CEOs get awarded huge bonuses by friendly boards when the share prices are down by double digits and then get their options reset to lower levels as an "incentive"?