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A few days after Mexican billionaire Carlos Slim reported an 18% stake in the company, Saks (NYSE: SKS) adopted a poison pill, disclosed in a filing with the SEC.

Under the terms of the "shareholder rights plan," if Carlos Slim or anyone else acquires a stake of 20% in the company, other shareholders will be able to acquire shares at half price. The company said that the plan will "impose a significant penalty upon any person or group which acquires beneficial ownership of 20% or more of the Company's outstanding common stock without the prior approval of the Board of Directors."

Shareholders should be appalled. Shares of Saks closed at $4 on Wednesday, down from a 52-week high of $22.19. In 1993, the stock traded north of $15 per share.

So shareholders should not be happy with any plan that gives the company's current management and directors more control over the future: Their track record is one of miserable failure. Given Mr. Slim's track record of creating enormous wealth, shareholders would likely be better off with whatever plan he has up his sleeve.

The Wall Street Journal reports (subscription required) that "Saks spokeswoman Julia Bentley declined to comment on the timing of the announcement, but said that Saks had a rights plan for more than a decade that expired in March 2008."

It must be illustrative to look at the returns that shareholders have received over that period.

In a move that comes as somewhat of a surprise, Carl Icahn spent the first three days of this week spending $67 million on shares of Yahoo (NASDAQ: YHOO). He bought 6.8 million shares for an average of $9.92 bringing his total stake to 75.6 million million shares -- roughly 5.5%of the company.

Given that Icahn's nemesis, Yahoo CEO Jerry Yang is on the way out, Icahn may be positioning himself to have considerable say in the company's choice of successor. Icahn controls three seats on the company's board of directors.

The market value of the company has taken a beating since Icahn got involved. Microsoft (NASDAQ: MSFT) had offered to acquire the company for $33 per share. Yang spurned that offer and it was withdrawn in May. The stock now sits right around the $10 mark.

Icahn's decision to up his stake in the company signals some level of long-term confidence now that any kind of major deal with Microsoft seems like a remote possibility. But the question shareholders have to ask is, as valuable as Icahn is on matters of corporate governance, does he really have the expertise that will make him a valuable contributor to the internet company's search for a CEO?

The Wall Street Journal reports (subscription required) that RiskMetrics Group is advising investors to withhold votes from corporate directors who approve tax "gross-ups" to cover taxes on forms of executive compensation like perks and golden parachutes offered in the case of a merger or buyout.

I've always thought that the whole tax gross-up thing was ridiculous . Do people earning 8-digit pay packages really need help paying their taxes? Worse, the tax gross-ups could also make it harder to figure out the total compensation given the absurd legalese that is found in proxy statements. But was it really that big of a deal? Or was it just a complication that really didn't result in any additional shareholder cash being wasted? A company that pays $6.5 million plus $3.5 million in tax gross-ups is no worse than one that pays $10 million in cash.

But according to RiskMetrics, tax gross-ups are indicative of an "anything goes" corporate culture: S&P 500 firms offering tax-gross ups to their executives had golden parachutes 61% bigger than those that didn't -- without including the value of the gross-up!

The one nice thing that has come out of the market mayhem is a renewed interest in corporate governance. Tales of executive looting are making the front-page of newspapers, and Congress has taken interest. Whether anything will come of it depends on the willingness of the large institutional investors that control the voting rights to most of the stock in this country to put their foot down.

This post is part of a feature in which he wonder whatever happened to some notorious financial felons. See all 17.

There was one company that I believed in during my journalism career. It was a scrappy underdog challenging the establishment and made scads of money. Back in the day, it was sure easy to root for Enron, and Andrew Fastow was one of the reasons why.

Fastow was not suave like his boss Jeffrey Skilling -- whom I met several times -- and lacked the people skills of President Bush's pal Chief Executive Ken "Kenny boy" Lay. No, Fastow was a humorless number cruncher. His importance to Enron can not be overemphasized. As Time magazine notes, "Fastow had a skill Skilling needed; he did asset 'securitization,' a means for banks to sell off risk in the form of securities backed by mortgages or other obligations."

Wow, the roots of today's financial difficulties can be traced back to Enron!

There is nothing evil. about special-purpose entities. At first, Enron's initial investors did well because the deals were straightforward. CalPERS, put $250 million into an spe called jedi i, which invested in natural gas projects. Four years late, the California State Pension Plan CalPERS got back $433 million, a 73% return over four years.

As though we needed another reason to be disgusted with corporate governance in the United States, here's a gem from The Wall Street Journal (subscription required): "So far this year, 46 outside directors who are CEOs or chief financial officers left the boards of 42 companies in three struggling industries -- financial services, retail and residential construction -- concludes an analysis for The Wall Street Journal by Corporate Library in Portland, Maine."

Directors at companies like Ford (NYSE: F), General Motors (NYSE: GM), Sprint Nextel (NYSE: S), and American International Group (NYSE: AIG) have been resigning, citing the huge amount of time required to be a director at a company faces extinction.

Oh where to begin. First of all, isn't it a little bit messed up to go along collecting a salary in the $150,000 per year range (which is what GM directors are paid) to go to a few meetings a year when times are good, and then head for the hills when the going gets tough? Isn't that like working for ten years as a security guard at a posh country club without incident and then calling in your resignation at the first sight of a burglar?

Blogging for AOL has been an interesting experience over the last few years. For me it is one of those unplanned surprising things that pop up on life's journey every so often. For the most part it has been a rewarding experience. I have had to become a lot more thick skinned when receiving harsh and even crude comments from readers.

One of the great things has been the 'pen pals' I have made around the world. People that have taken to my stories and regularly add their insights. The dialogue makes it more informative and the immediacy somehow makes it more personal and real.

Just this morning I received a note from Dan, a frequent participant in the BloggingStocks.com dialogue. He had noticed that one of my colleagues Peter Cohan had picked up my infrastructure theme lately and was not able to find my stories about the subject from earlier in the year.

I think this is one of the themes that Peter and I could write about non-stop and it would not be getting enough attention. It is first and foremost about putting people to work doing things that the nation needs done anyway. If we have to run the printing presses let it be for things that last 80 to 100 years not 2 to 3. The following stories will illuminate the subject as to my views in more detail.

Thanks for writing Dan. I hope you and others will continue to comment and try and wake up our elected officials. I started banging this gong in February. Maybe someone in Washington will do something before next February.

• Suburban slums -- city centers being revitalized
• Fund roads & bridges NOT mad money stimulus
• Serious Money: Stimulate productivity not consumption
• Should Feds stimulate or stabilize; is there a difference?
• Re-think new stimulus package? Push infrastructure!

I think that the infrastructure story will continue to be a major theme next year and for many years to come. My stories have discussed roads, bridges, tunnels, highways and the like but future stories will be about water. In using the the picture above contributed by editor and writer Sarah Gilbert, I want to drive home the point that we all have expectations that our simplest needs will be met. That is not going to be so, if we do not plan for the future.

Sheldon Liber is the CEO of a small private investment company and the principal for design and research at an architecture & planning firm. He writes the columns Chasing Value and Serious Money.

This post is part of a feature in which he wonder whatever happened to some notorious financial felons. See all 17.

John Rigas used Adelphia, which at one time was the fifth largest broadcasting and cable TV company, as his personal piggy bank, ultimately driving the company into bankruptcy. He founded the company with his son, Timothy Rigas, who was also charged in the scheme. The Rigases stole $100 million from the company so they could buy luxurious personal residences, trips, and other items to enable them to live a life of luxury on the purse strings of the shareholders.

In 2004, John and Timothy Rigas were found guilty of concealing $2.3 billion in loans, which were hidden in small companies left off Adelphia's books. The SEC charged them with hiding that debt and inflating Adelphia's earnings to meet Wall Street expectations between 1998 and 2002. They also were charged with falsifying company statistics and concealing blatant self-dealing with members of the Rigas family, which had a controlling interest in Adelphia. In 2005, John Rigas was sentenced to 15 years in prison and Timothy Rigas was sentenced to 20 years. At the time of the sentencing John Rigas was 80 years old and Timothy Rigas was 49 years old.

Count on management not to tell the truth when things are really bad. General Motors (NYSE: GM) CEO Rich Wagoner keeps saying bankruptcy is not an option for the car maker. It would ruin too many suppliers and kill consumer confidence, pushing more and more customers into the hands of the competition.

Of course, what Wagoner says does not matter. Once GM's creditors get to the point when they have not been paid for several months, they can go into court and press the issue. Bingo. GM has to seek protection.

According to The Wall Street Journal (subscription required), "Members of General Motors Corp.'s board of directors are willing to consider 'all options' for the ailing auto maker, including an eventual filing for bankruptcy protection."

What would a GM bankruptcy look like? For starters, common shareholders and many preferred holders and bond holders would lose most or all of their money. Suppliers would have their receivables from the big car company cut, perhaps by huge sums. But, at least they would not have to lose their largest customer.

In a surprise move, Wal-Mart Stores Inc. (NYSE: WMT) replaced H. Lee Scott as chief executive with Mike Duke, the president of Wal-Mart International.

The timing of the move is curious. Wal-Mart seems to be the only retailer showing signs of strength during the economic downturn as cash-strapped middle-class shoppers flock to the chain, lured by its low prices. I count myself among this group. Moreover, shares of the world's largest retailer are up 6.6% this year, making them the only component in the Dow Jones Industrial Average to post a gain.

Of course, Wal-Mart is spinning this like a dreidel at Hanukkah. Rob Walton, the chairman of the board of directors, said in a press release that "Lee Scott has made an extraordinary contribution to Wal-Mart during his almost thirty years of service as an associate, and as our president and CEO for the last nine year [...] Lee has earned the respect and affection of our associates around the world, and of the Walton family."

Alright Mr. Walton, if this is true, why would you want to replace him? Perhaps Scott and the Waltons had some sort of dispute. Maybe it was over strategy. Maybe it was over something else. I found it odd that the announcement had no verbiage about Scott wanting "to spend more time with his family" or wishing him luck to "pursue other interests." Scott, though, maybe has decided it was time to call it a career.

Wal-Mart deserves credit for not rushing Scott, 59, out the door. Effective February 1, he will become chairman of the executive committee. The 58-year-old Duke won kudos from investors for guiding Wal-Mart's international business. Eduardo Castro-Wright, the head of Wal-Mart's U.S. operations, becomes vice chairman.

The new Wal-Mart will continue to be as big of a juggernaut as it has been in the past.

We may have broken the ultimate barrier to diversity with the election of the 44th President of the United States Barack Obama, but the ranks of minorities in top positions at Fortune 500 companies remain thin and are steadily declining.

Late Monday, Symantec (NASDAQ: SYMC) CEO John Thompson announced plans to retire from the post in March, but will remain on as chairman. Also planning to move out of the corner office until a replacement is found is the CEO of struggling Web portal Yahoo (NASDAQ: YHOO), Jerry Yang.

Their pending exits continue a string of other high-profile minority CEOs over the past year due to various reasons, ranging from Dick Parsons at Time Warner (NYSE: TWX), to Stan O'Neal at Merrill Lynch (NYSE: MER) to Alwyn Lewis at Sears (NASDAQ: SHLD) and William Perez at Wrigley.

This post is part of a feature in which he wonder whatever happened to some notorious financial felons. See all 17.

In 2005, Dennis Kozlowski was convicted of misappropriating more than $400 million in company funds from Tyco International (NYSE: TYC). He had been Tyco's CEO from 1992 to 2002, during which he oversaw a massive expansion of the company through a series of strategic mergers and acquisitions. But he left the company amid controversy about his extravagant compensation package.

Though found guilty of grand larceny, Kozlowski continues to deny that he committed any crime. He feels that he was unfairly punished for his "embarrassingly big" pay package, as he once put it, as well as his extravagant lifestyle. That lifestyle included such things as $6,000 shower curtains and $15,000 umbrella stands, as well as a $2 million birthday party complete with togas, Jimmy Buffett, a cake with exploding breasts, and a stature of David that peed vodka. Oh, and the party was also "shareholder meeting" so Tyco could help foot the bill. (The home where this party occurred is now for sale for a mere $16.5 million, if you're interested.)

When News Corp. (NYSE: NWS) CEO and media baron Rupert Murdoch speaks, people in the media business should listen. The 77 year-old tycoon has built an impressive array of media properties and is one of the few who gets it when it comes to how media should be created, by whom it should be created, and how it's consumed by different consumer segments.

Recently, Murdoch indicated that the deeply troubled newspaper industry can survive only if editors and writers throw their egos out the window and regain the trust and loyalty of their readers. The once monopolistic newspaper industry now competes with the 24/7 internet news trade and its army of well-informed bloggers and citizen journalists. If the old guard doesn't believe this is the new competition, then I hope they have a second career all lined up.

Murdoch's words appear uncannily prescient: "My summary of the way some of the established media has responded to the internet is this: it's not newspapers that might become obsolete. It's some of the editors, reporters, and proprietors who are forgetting a newspaper's most precious asset: the bond with its readers." He goes on to say that the "paper on the porch" might go away, but daily news will not.

Thanks to what former Enron CEO, Jeff Skilling, called bad "optics", some top Wall Street executives announced that they're foregoing their normal seven figure bonuses. But I think I am being generous in estimating that those potentially symbolic gestures will only shave a few billion off the Wall Street bonus pool for 2008. We could still be paying $20 billion in bonuses this year.

How so? After buying $159 billion worth of preferred stock in 24 banks, I have not seen any evidence that the Treasury required the banks to lend it out. There is nothing stopping the banks from using the money for paying bonuses. And while the original estimate of 2008 bonuses was down 20% from 2007 -- to $26.6 billion -- I am thinking that eliminating executive bonuses could lead to at least a $6 billion lower figure -- particularly if this cut provides bank CEOs leverage to reduce the amount of bonuses paid to lower level people.

So far, top executives from Goldman Sachs (NYSE: GS), UBS AG (NYSE: UBS), Deutsche Bank, and Barclays have said they will skip their bonuses for 2008. Ironically, the ethically challenged UBS has the most interesting idea -- starting in 2009, it will be able to claw back bonuses in the years after their award with a third paid immediately, while the remainder will be put into a participant's account and can be reduced if there is a loss at the division or the whole bank. I started proposing an escrow account along these lines in October 2007.

Forget about Yahoo! (NASDAQ: YHOO)'s Jerry Yang being pushed out. His firm is an internet company. CEOs in the heart of the tech industry may begin losing their jobs in greater number as the recession takes hold and boards seek new management that can contain costs and hold investors.

Symantec (NASDAQ: SYMC)'s CEO stepped down yesterday. He said the move had been planned. Maybe. Maybe not.

According to The Wall Street Journal, "Symantec Corp. said Chief Executive John W. Thompson will retire at the end of the company's fiscal year in April."

Not mentioned in the announcement was the fact that the company's stock is off 45% in the last three months. SYMC's direct competitor McAfee (NYSE: MFE) is only down 25%, about the same as the DJIA. Symantec recently announced net profits lower than those in the two immediately previous quarters.

The sacking of execs may be moving from finance to tech.

Douglas A. McIntyre is an editor at 247wallst.com.

After a short and tumultuous tenure as CEO of the company he co-founded, Jerry Yang and Yahoo!, Inc. (NASDAQ: YHOO) announced this evening that Yang will step down as CEO as soon as a successor is found. Carl Icahn is certainly happy, as are the YHOO investors who saw Yang refuse Microsoft Corp.'s (NASDAQ: MSFT) $33/share buyout offer earlier this year. Yahoo! shares closed today below $11.

It's a forgone conclusion that Yahoo! will immediately begin searching for a new CEO. The internal list probably includes just one person -- Yahoo! President Sue Decker. She has ruled the Yahoo! kingdom alongside Yang for the last 16 months and is easily qualified for the position. She also does not seem to bear the blame for failing to consummate the proposed Microsoft merger almost 10 months ago.

This is a precarious time in Yahoo!'s future -- it needs a CEO that can unwrap Yahoo!'s magic once again and get customers -- and the market -- interested in the company again. Yahoo! still has great products and a great brand, but it has tarnish that needs to be wiped away.

Google, Inc. (NASDAQ: GOOG) has stolen any remaining thunder that Yahoo! may have once had. Now Yahoo is seen as an incredibly popular but stodgy company that just doesn't have the cutting-edge position it used to hold in the internet.

It's hard to see how a new CEO can totally re-invent the company. But anything is better for Yahoo! than where it sits now. Yang can go back to his old position as "chief Yahoo!" and rally the troops -- that is, if any of them are even loyal to him any longer.