CARL ICAHN: 'I've Never Seen A Board As Bad As Dell's'

"I've been through a lot of these fights. Most of these boards are pretty dysfunctional but I've never seen a board as bad as Dell's. They go out and scare the shareholders."

He graciously admitted that the "guys on the board aren't bad people. They just do whatever the CEO says. ... They read their checks. They make $400,000-$500,000. It's a nice life. They go play golf. So they're not going to go stand up to him."

Once he can get a board member or two elected, "these guys do have some sense of fairness and we can turn them."

He points to Motorola as an example. "We got rid of Zander there," he says referring to CEO Ed Zander who left in 2007.

Dell's shareholders are supposed to vote on competing proposals on Thursday, but there's been talk that Dell could delay.

One proposal comes from CEO Michael Dell, with the board's approval. Dell wants to take the company private buying it for $13.65/share. Icahn's proposal would replace the board, keep a portion of the company public and buy shares back at $14/share. Icahn also says he'll offer a warrant to buy more Dell shares once the stock hits $20.

Icahn feels this fight is almost a patriotic issue, calling it an "emotional thing."

"I believe the problem we have in America is that you have boards like this. ... There is no corporate democracy in this country and it's a sad, sad commentary on our country," he said.

He's not afraid of the fight and he thinks he'll win.

"I have $5 billion invested. I've been talking to the best people in the country to try to get them coming in and nobody wants to walk into this kind of a fight but I think I'll have them by the time we have the annual meeting."

That meeting should happen no later than August 14.