[Esection]

ahnuld -

i think this clause exists basically to allow icahn to operate more efficiently and not have to worry about all the red tape. being a majority shareholder carries with it a ton of regulations and reporting requirements that have to be followed, and im pretty sure this is just a blanket "my interests arent always aligned with you so im just telling you thus in case a situation arises where i feel its in my best interest to take advantage of it" statement

also, being that he owns a large stake in both these companies (or other similar ones), it is his best interest to see them BOTH succeed.

finally, i know you know what dcf analysis is, and that all things being equal (+ assuming he holds the same stake in each company and that the business are equally risky), increasing the transfer prices on the one side will show no net benefit for icahn because its offset on the other.