高通或将陷史上最大权力争斗，都是芯片业务闹的

so has some weaknesses. In March, roughly 42% of shareholders opposed Qualcomm's executive pay packages, suggesting that there is a large disgruntled group of investors who believe the compensation plans aren't aligned with returns. Qualcomm argues that a key part of the package involved one-time retention grants to Mollenkopf, as he was being recruited to fill Microsoft Corp.'s CEO post. Next year's executive pay will not be as rich, according to a spokesman.

Nevertheless, speaking on the sidelines of a recent conference, Rosenstein suggested that a large negative executive pay vote often hints at other issues afflicting a targeted company. "It's not dispositive but it could be indicative of a deeper problem," he said.
Qualcomm also has maintained a "worst in class" governance rating from Institutional Shareholder Services Inc., a 10 out of 10 ranking that hasn't improved in recent months despite Jana's advances. The ISS report, obtained by The Deal, raises a number of red flags that gibe with Jana Partners' concerns, including worries about over-tenured directors and a "pay for performance misalignment."

And while an activist hasn't won a proxy contest at a $50 billion-plus target company, a few large director-election battles have settled, including a campaign led by an ex-Obama administration task force member at General Motors Co. (GM) that concluded this year and Carl Icahn's contest at eBay Inc. (EBAY) last year. So Qualcomm and Jana could work out a deal to avoid a costly proxy battle.

Such a deal might include making some strategic acquisitions. And some shareholder-friendly changes to executive pay packages.

The chipset business spinoff, though, could be a major sticking point. Jana points to an analyst report from research firm Arete suggesting that the spinoff and public listing of the chip business would "make for an attractive take-out" by Intel Corp. (INTC), which "has long struggled to keep up with the radio features of Qualcomm's modems and is losing over $3 billion a year in its mobile division."

December may seem a long way off, but for Qualcomm the weeks and months will pass quickly.