The move comes more than a month after shareholder Engaged Capital LLC urged the retailer to replace current Chief Executive Mike Jeffries or sell itself.
Countries like Britain, she said, have a longer history of shareholders engaged in governance.
"Notice needs to be made in detail and in writing before either shareholder engages in material negotiations with a third party or makes any financial commitments, and that has not been done".
Karin Forseke, the chairman, said: "On behalf of the whole board, I would like to express my gratitude to our shareholders for engaging with us on this important issue.
Their theory of change is different: Hold on to those stocks, file shareholder resolutions, engage with the boards, change the practices".
Mr. Icahn, Motorola's second-biggest shareholder, is engaged in a proxy battle with the company, proposing a slate of four directors to the board of the phone maker, which has seen its market share plummet in the last year.
Instead, Mr. Lerach, perhaps the most famous and flamboyant lawyer for shareholders, is engaged in a pitched three-way battle to be named chief legal counsel for all Enron shareholders, a job that could end up netting legal fees in the hundreds of millions of dollars for the firm selected.
It would take considerable resources — and many years — for shareholders to engage effectively with the thousands of public companies that do not have voluntary disclosure arrangements.
Rather than incur such expenses, companies increasingly prefer to pay their executives exorbitant bonuses, or issue special dividends to shareholders, or engage in purely financial speculation.
For example, while co-ops have broad powers when dealing with shareholders who engage in "objectionable conduct" — in some cases, even being able to terminate a proprietary lease — there is no similar procedure available to a condominium.
