Icahn, a critic of Time Warner management who has been pressing for a shakeup, released an open letter to the company board in the wake of reports that a one-billion-dollar investment by Google was imminent.

The billionaire financier said such a deal with Google would limit the flexibility of Time Warner to seek a more attractive merger or other deal, and he said approval of the plan would be a "blatant breach of fiduciary responsibility."

"Like all shareholders, I am not opposed to Time Warner entering into an AOL transaction that creates long-term value," Icahn wrote.

"However, I am deeply concerned that the Time Warner board may be on the verge of making a disastrous decision concerning an agreement with Google if this agreement would make it more difficult in any way or effectively preclude a merger or other type of transaction with companies such as IAC/InterActive, eBay, Yahoo or Microsoft, etc.

"I also question whether Google is the best partner for unlocking the value of the AOL asset."

He said a recent Goldman Sachs report concluded that eBay or InterActive Corp "would provide greater incremental benefits to AOL's option value with fewer conflicts of interest than Yahoo, while (Microsoft's) MSN and Google would provide the least incremental benefits."

With a board vote on the plan reportedly pending, Icahn said he believes "it would be a blatant breach of fiduciary duty to enter into an agreement with Google that would either foreclose the possibility of entering into a transaction that would be more beneficial for Time Warner shareholders or make such a transaction more difficult to achieve."

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