International Shipholding Corporation (NYSE: ISH) may be charting a new course after an activist investor took aim at the board. Liberty Shipping Group owns a 9% stake in the firm and previously made an offer to acquire the company. The board established a "special committee" to review the proposal, but failed to take action on the offer. This prompted Liberty to take matters into its own hands and attempt a coup of the board.

Here's the letter they submitted:

We were cautiously optimistic when the special committee’s advisors reached out to us on November 7 with an indication that we start giving consideration to a due diligence request list in connection with our proposal to acquire International Shipholding (ISH). We promptly sent your legal advisors a due diligence request list and a draft confidentiality agreement, which contained terms comparable to those that ISH agreed to when we provided at your request confidential information relating to Liberty’s ability to finance the proposed transaction. Four days later we received your proposed changes and additions to the confidentiality agreement. Our optimism turned to dismay with the realization that the special committee, management, the Johnsen family and their respective advisors are continuing to engage in more of the same obstructionist tactics that have characterized their actions since we initially raised the possibility of a business combination over five months ago.

In particular, we are very disappointed with your request that we agree to a standstill provision, as well as covenants directed at limiting our ability to communicate with other ISH shareholders. Perhaps even more egregiously, you asked that we agree to covenants imposing restrictions on our ability to conduct our day-to-day business in exchange for the receipt of ISH information. These provisions are entirely unacceptable and inappropriate under the circumstances.

Aside from a couple of brief telephone conversations between our advisors during the last ten days and the receipt of your mark-up to our proposed confidentiality agreement, there continues to be no dialogue between us. Both the committee and its advisors are in a constant state of paralysis and unable to act on a real-time basis, or otherwise do or say anything without apparently first consulting with the Johnsen family. This is contrary to your fiduciary duties as directors of ISH, and frankly defeats the purpose of forming a special committee to review our offer.

At this point it has become clear to us that ISH’s current board and the members of the so-called “special committee” are acting at the direction and for the benefit of the Johnsen family and not in the best interest of stockholders. Therefore, we will seek to replace the entire ISH board at the company’s next annual meeting. In the coming weeks we will provide further details to our fellow stockholders about the individuals who we will nominate to replace the Johnsen board. In the meantime, we will continue to prosecute our previously filed complaints in state and federal court. As you are undoubtedly aware by this point, we intend to hold each ISH director fully accountable for his actions and omissions to ISH’s stockholders.

We continue to desire to engage in a cooperative dialogue with you, but, in light of your actions to date, the burden is now firmly on the special committee to demonstrate that it is prepared to act independently and in the best interest of all ISH stockholders.

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Cliffs Natural Resources Inc. (NYSE: CLF) shares fell sharply after the proposed with rival Alpha Natural Resources (NYSE: ANR) fell through toady. This didn't come as a surprise to many shareholders as the value of the deal fell from $8.3 billion when announced to just $2.9 billion right now. However, the failure marks a victory for Philip Falcone's Harbinger Capital who faught the merger agreement since it was announced. The activist hedge fund criticized the move and suggested that Cliffs instead put itself up for sale.

Harbinger owns about 15% of Cliffs Natural Resources and is now facing further declines in the stock price. As part of the settlement, Cliffs will have to pay a $70 million breakup fee, but the hedge fund is optimistic. A combined company could have not only prevented the eventual sale of Cliffs to a third party, but also created an entity with substantial debt and problems. After all, the economies of scale argument doesn't work in every situation.

Cliffs Natural Resources Inc, formerly Cleveland-Cliffs Inc, is an international mining company, a producer of iron ore pellets in North America and a supplier of metallurgical coal to the global steelmaking industry. It operates six iron ore mines in Michigan, Minnesota and Eastern Canada, and three coking coal mines in West Virginia and Alabama. Cliffs also owns 80.4% of Portman, an iron ore mining company in Australia, serving the Asian iron ore markets with direct-shipping fines and lump ore. In addition, it has a 30% interest in the Amapa Project, a Brazilian iron ore project, and a 45% economic interest in the Sonoma Project, an Australian coking and thermal coal project. It is organized into three business segments: North America Iron Ore, North American Coal and Asia-Pacific Iron Ore.

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Bio-Imaging Technologies, Inc. (NDAQ: BITI) shares moved higher after a large shareholder recommended changes to improve the firm in a Schedule 13D filing with the SEC. Heathinvest Partners disclosed a 5.3% stake in the firm and said they are very frustrated with the recent performance of the company that has resulted in the deterioration of value in 2008. Although the Imaging Services division, which has grown 19%, and the newly acquired Phoenix Data Systems unit seem to be developing well, the company's share price has declined 66% year-to-date.

"We believe that the source of the problem lies in the CapMed division," said Anders Hallberg of Healthinvest. "Despite allocating large resources to this loss-making unit for several years, significant revenues have failed to materialize. For example, in the most recent quarter, the division posted revenues of a mere $11,000 despite incurring approximately $776,000 in operating expenses. If the Company had sold CapMed to a third party or closed it down before the start of this year, the Company’s operating earnings for the first nine months in 2008 would have been around 43 percent higher without significant impact on revenues.

"CapMed is an expensive development project with no synergies with Imaging Services and Phoenix Data Systems. If CapMed cannot be sold, it should be closed down. While the decision to divest or close a division is always difficult, it should now be evident to the Company’s Board and senior management that CapMed is having a significant, negative impact on shareholder value, which should be the Board’s highest priority. Surely, the Company’s Board and senior management agree that it is imperative that investor confidence in the Company not be undermined any further. Committing to either divest CapMed or close it down before the end of 2008 would go a long way in this direction."

Combined, Healthinvest believes that these changes could help boost the company's troubled shares.

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