Shapiro GS ’64 may join Lions Gate board

Icahn, who made his fortune on Wall Street, is founder and president of the Icahn Family Foundation, which in 1999 donated $20 million to the University to finance the construction of Icahn Laboratory. He is the largest shareholder of Lions Gate, owning 33.5 percent of the company, and seeks to buy the remaining stock at $7.50 a share.

Lions Gate is a film production company based in Santa Monica, Calif. Founded in 1995 by Frank Giustra, the company has released films including “Saw,” “Crash” and “Fahrenheit 9/11” and currently produces the television series “Mad Men.”

If Icahn’s five nominees are voted in by shareholders at the upcoming meeting on Dec. 14, Icahn will have two members short of a majority on the board, enough to give him significant influence over the company.

Shapiro, the only nominee connected to the University, served as University president from 1988 to 2001. He is currently chairman of the board of DeVry, Inc., a higher education company, and has served on the boards of numerous other companies over the past decade. Shapiro declined to comment on his nomination. Icahn did not respond to a request for comment.

Icahn has encouraged fellow shareholders to vote for his nominees and has publicly stated that he will vote against certain incumbent board members, including vice chairman Michael Burns. He additionally announced that he would vote to keep current chief executive Jon Feltheimer on the board.

In a statement released Friday, Lions Gate urged shareholders to vote against Icahn’s nominees. “Mr. Icahn has not articulated a vision for Lions Gate regarding how he would improve on these results, and his nominees provide no further clarity on the critical issue of leading Lions Gate into the future,” the company said.

Icahn has offered to buy Lions Gate at $7.50 per share, six cents above the company’s closing price on Nov. 26. Icahn extended the deadline for the offer, which expires Dec. 2, four times since it was first announced in August.

Icahn’s other nominees are: Michael Dornemann, former chief executive of Bertelsmann Entertainment, a German entertainment company; Jay Firestone, chief executive of Prodigy Pictures, a Canadian production company; Chris McGurk, former chief operating officer of Metro-Goldwyn-Mayer; and Daniel A. Ninivaggi, president of Icahn’s investment firm.

Icahn’s fight for full control of the company began in March, when he extended a hostile bid to buy all remaining stock in the company at $6 a share. In June, Icahn announced his plan to replace the existing management and board. He had previously criticized the company for its spending, which had resulted in debts totaling $1.62 billion as of March 31.

In October, Lions Gate filed a lawsuit against Icahn for allegedly plotting to push a merger between the company and MGM Studios, which was facing bankruptcy at the time. Lions Gate, which had previously attempted a merger with MGM, argued that Icahn wanted to buy up as much of both companies as he could before the merger, thereby maximizing his own profits.

Icahn denied these allegations, noting that he has owned a portion of MGM’s debt since 2008, but disclosed that he would support a merger. On Nov. 23, Icahn sought to dismiss the lawsuit filed against him.

In his request, Icahn said he “had no duty to disclose his views about a tentative or inchoate plan for a Lions Gate-MGM merger,” according to Bloomberg Businessweek.

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If successful, Lions Gate’s lawsuit would allow the company to revert all shares owned by Icahn to their previous owners. It would also ban Icahn from buying any more shares of the company and grant the company damages from Icahn’s interference with the merger.

Correction: A previous version of this article stated that Harold Shapiro GS ’64 served as president from 1987 to 2001 when, in fact, he was elected in 1987, but did not start in the position until 1988.