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Analyzing a business, this looks sketchy
Reading over the annual report of American Railcar industries (ARII) and I get to this warning:
"Mr. Icahn’s interests may conflict with the interest of our stockholders. Mr. Icahn owns and controls and has an interest in a wide array of companies, some of which, such as ARL and ACF as described below, may compete directly or indirectly with us. As a result, his interests may not always be consistent with our interests or the interests of our other stockholders. For example, ARL, a railcar leasing company owned by Mr. Icahn, competes directly with our other customers that are in the railcar leasing business and ACF, which supplies us with critical components, also provides components to our competitors. ACF has also previously manufactured railcars and may do so in the future. Mr. Icahn and entities controlled by him may also pursue acquisitions or business opportunities that may be complementary to our business. Our certificate of incorporation allows Mr. Icahn, entities controlled by him, and any director, officer, member, partner, stockholder or employee of Mr. Icahn or entities controlled by him, to take advantage of such corporate opportunities without first presenting such opportunities to us, unless such opportunities are expressly offered to any such party solely in, and as a direct result of, his or her capacity as our director, officer or employee. As a result, corporate opportunities that may benefit us may not be available to us in a timely manner, or at all. To the extent that conflicts of interest may arise between us and Mr. Icahn and his affiliates, those conflicts may be resolved in a manner adverse to us or to you or other holders of our securities." Icahn owes a big chunk of outstanding share (29%) and 53% of the voting share. So does this mean Icahn has a license to steal from this company? It doesnt look like he has in the past, but couldnt he just vote in a CEO to will give the other Icahn companies really good prices and such? Some more background. Icahn has held ownership in the company for over 10 years and the CEO has been around for awhile and seems pretty independant. |
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