The latest response comes in the awake of Icahn's letter on Friday, urging Yahoo! to sell itself to Microsoft and also do away with the employee retention plan, which he termed as a "poison pill."
"Leaving aside Mr Icahn's inaccurate interpretation of our retention plan, we again note that he has no credible plan to operate Yahoo!," the internet major said in a statement on Friday.
Yahoo! also pointed out that cancelling the employee retention plan would have a destabilising impact on the firm and would not be in the best interests of the shareholders.
Responding to Icahn's suggestion that Yahoo! should sell itself to the software giant, the internet major noted that the firm is open to any transaction which would be beneficial for the shareholders.
"As we have stated numerous times publicly and privately, we are open to any transaction, including a sale to Microsoft if it is in the best interests of shareholders," the statement said.
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Earlier on Friday, Icahn asked the internet major to sell itself to Microsoft at a price of $34.375 per share.
"In my opinion, Microsoft does not believe you will ever sell the entire company on a friendly basis. So why don't you stop dancing around the subject and publicly offer to sell the company to Microsoft for $34.375 per share and promise to cooperate completely?," Icahn wrote to Yahoo! Chairman Roy Bostock