Icahn, this time invited

For laughs, "I don't have to watch

Saturday Night Live

anymore," said billionaire financier Carl C. Icahn, lamenting widespread corporate mismanagement. "I just sit at the [corporate] board meetings."

Icahn was at Drexel University yesterday for a rare public address, standing before hundreds of LeBow College of Business graduates at their commencement.

The controversial investor-activist didn't mention it, but he was appearing fresh off the news that talks for Microsoft's acquisition of Yahoo, which he had pushed, were finally kaput.

Icahn had criticized Yahoo for turning down a $47.5 billion takeover offer from Microsoft this year. Efforts at renewed negotiations, including a Microsoft offer to buy just Yahoo's online search operations, went nowhere.

Icahn, 72, who owns 4.3 percent of Yahoo, is threatening a proxy battle to replace its board with directors who would make a merger happen.

He has been the thorn in many a CEO's side, lambasted by critics as a corporate raider. He has mounted proxy fights at a range of companies in which he owns an interest, calling management out on under-performance and sounding a populist message that belies his position as one of the world's richest men, with a reputation for being as ruthless as he is outrageous.

But Icahn has won some praise for fighting for shareholders' interests in a climate that has turned more critical of corporate management. In keeping with his rhetoric over the years, his message to students yesterday contained no small amount of reverence for himself - though cloaked in some joking self-deprecation - and disdain for corporate America.

Standing in a black robe and blue cap after receiving an honorary degree, Icahn spent a lot of time taking aim at the "anti-Darwinian" route to the corporate suite.

"There's a symbiotic relationship between boards and CEOs today," Icahn said. "As a result there is no way to hold [them] accountable."

Except, he added, when "someone like me comes along."

With exceptions, Icahn said, the CEO is the guy who was the frat president, always available to play pool, have a drink with you, hang out when your girlfriend didn't show up. You wondered if he ever studied, Icahn said.

He was a "likable guy, not too bright, maybe even a buffoon."

In the business world, he's agile at the political game, never making waves, putting out ideas or posing a threat to the guy in front of him, in Icahn's view.

That way, he gets to be CEO and makes sure his number-two person isn't smarter, Icahn said.

"Sooner or later, we're all going to be run by morons," he said to applause.

He professed to not knowing how poorly companies were run until he was buying a business in the 1980s. The company building had 12 floors of people, but he couldn't figure out what they all did even after meeting with the CEO, he said.

He paid a consultant $250,000 to find out. The consultant came back with a huge stack of papers that Icahn refused to read. By his account, he shoved a pencil and a notepad at the consultant and told him, "Tell me what they do."

The consultant pocketed the money and said: "You were square with me. I'll be square with you. We can't figure out what they do, either."

Icahn said he had closed the place only afterward. If it were today, he said, he would have fired everyone earlier.

Icahn urged the students to think for themselves, and "whatever it is, do it on your own if you can."

When the commencement was over, Icahn, a tall man with an easy gait, strode across campus to a private reception wearing a navy blue suit. He was surrounded by an entourage that included Bennett LeBow, an old friend after whom the Drexel business school is named, and new fans.

"He's not afraid to express his opinion," said 22-year-old graduate Daniel Hirsch, a security analyst, who called the speech insightful but observed a mixed reaction from his classmates. "He certainly knows how successful he is."

So what about Yahoo?

It's probably not what his nemesis of late, CEO Jerry Yang, wants to hear:

"We're going to continue to be involved," Icahn said in a brief interview. "That's for sure."