The Unbearable Yahoo-AOL-Microsoft Dance

Someone buy something, please. Our New York sighting of Microsoft CEO Steve Ballmer with Yahoo chairman Roy Bostock missed one: Time Warner CEO Jeff Bewkes, who'd like to unload AOL. More »

Microsoft CEO, Yahoo Chairman Meet in New York

So much for a new boss ending Yahoo's drama. Why did the company's chairman meet Microsoft's Steve Ballmer at the Time Warner Center Thursday, two days after Yahoo named Carol Bartz its new CEO? More »

Fire Yahoo's board!

After a CEO's ouster, the knives always end up in the wrong person's back. Take how Jerry Yang is being ritually badmouthed now that he's out of Yahoo's top job: Such a nice guy. We all loved him. But he couldn't make a decision to save his life. Now, Yahoo's board of directors is being lionized for giving the nice guy the boot, and heroically engaging in a search for his replacement. But aren't they guilty of the same sins? More »

Do Yahoos vote the Yahoo way?

Miguel Helft of the New York Times looks at shareholder discontent at Yahoo another way: If one assumes insiders voted their shares for the company's slate of directors, and discounts those, then the withheld votes on CEO Jerry Yang and Roy Bostock, the board's chairman, are even more striking. One problem with this analysis: It assumes that insiders just blindly voted the company line. From what we hear, there's as much discontent with Yang and Bostock inside Yahoo as therei is outside the company. [Bits]

Yahoo recount could threaten Yang, Bostock board seats

Unbelievably, the firm which counted shareholder votes for Yahoo omitted tens of millions of shares voted by dissident shareholder Capital Research & Management — and badly skewed the result. Yahoo calls it a "tabulation error." If you can call shifting 200 million votes from the "no" column to the "yes column", then sure. Call it whatever — it's actually Jerry Yang's death knell. The corrected total more than doubles the percentage of shareholders who withheld their votes from Yang, from 14.6 percent to 33.7 percent. Yahoo chairman Roy Bostock went from 20.5 percent withheld to 39.5 percent. At those levels of withheld votes, there is ample precedent for them to step down. More »

Nearly 1 in 5 Yahoo investors followed Valleywag's voting instructions

There's some kerfuffle about the voting in Yahoo's board election — something to do with whether some large investor voted or not. We don't care! What really pleases us is that the four board members we suggested get the boot — Roy Bostock, Art Kern, Ron Burkle, and Gary Wilson — scored the lowest in the vote. More »

Carl Icahn suddenly decides he doesn't want to create a scene

Now that corporate raider Carl Icahn has been mollified with a seat on Yahoo's board, he's all about keeping a low profile. On his blog, the Icahn report, he says he will not be appearing the Yahoo shareholder meeting: "The proxy fight is over and it will not do shareholders or Yahoo any good to have the annual meeting turn into a media event for no purpose." Icahn then proceeds to complain about evil institutional investors and how because of them he's stuck with a minority position, so now he's hoping for a "beautiful friendship" and "look(s) forward to working harmoniously with the new board of Yahoo." While CEO Jerry Yang and chairman Roy Bostock must be happy about Icahn's attitude upgrade, I already miss the cranky curmedgeon version. (Photo by Getty/Michael Nagle)

Yahoo shareholders still planning rowdy annual meeting

Major Yahoo shareholders still want blood from CEO Jerry Yang, chairman Roy Bostock and director Ron Burkle, whom they hold responsible for botching negotiations with Microsoft. BoomTown's Kara Swisher predicts that at least one large fund manager will refuse to vote for their reelection to Yahoo's board during the company's annual meeting, August 1. Activist investor and president of Ironfire Capital Eric Jackson wants to take it further. More »

Bostock and Yang's memo: "Carl Icahn-Microsoft alliance will destroy stockholder value"

In a memo filed with the SEC, Yahoo CEO Jerry Yang and Yahoo chairman Roy Bostock made what we can only hope will be their final case to Yahoo shareholders as to why they should vote against Carl Icahn's alternative board at the company's August 1 annual meeting. (While Yang also signed the memo, you can tell Bostock's actually the one who wrote it, because it uses capital letters.) Their key points:

• Yahoo will sell if Microsoft makes a $33 offer.
• Yahoo will sell just its search if Microsoft makes an off ther that "provides real value to our stockholders and resolves the substantial execution and operational risks associated with the separation of our search and display businesses."
• "Mr. Icahn can’t make up his mind about what he thinks will work for Yahoo!" Mostly because he's just in this for a quick buck.
• "Vote your WHITE Proxy Card"

The full memo is below. More »

Bostock: Why can't Microsoft be more like InBev?

Yahoo chairman Roy Bostock says that if Microsoft had handled itself the way InBev did, buying Anheuser-Busch for $52 billion even after A-B rejected an initial offer, Yahoo and Microsoft would probably be one company by now. "InBev was a classic, perfectly managed takeover," said Bostock. More »

Yang and Bostock can't agree on whether to sell Yahoo search

Do Yahoo CEO Jerry Yang and Yahoo chairman Roy Bostock disagree on whether Yahoo should ever sell its search business to Microsoft? Citing several sources, BoomTown's Kara Swisher says she knows what Yahoo CEO Jerry Yang wants, period: More »

Icahn, Microsoft say Bostock twisted facts about weekend negotiations

In a letter to Yahoo shareholders, corporate raider Carl Icahn writes that he's never seen a company "distort, omit and twist" facts quite the way Yahoo did in a statement the company released Saturday night. Yahoo said it had rejected Microsoft's latest offer to buy Yahoo's search business. In the statement, Yahoo said Microsoft made an ultimatum and gave Yahoo only 24 hours to accept or reject the deal. Naturally, Microsoft agrees with Icahn's assement. In a release titled "Microsoft Sets the Record Straight," Microsoft says that it only proposed a new search deal after Yahoo chairman Roy Bostock called Microsoft CEO Steve Ballmer and asked for one. Microsoft says it worked a proposal up by late Friday and sent it, asking Yahoo to confirm in 24 hours whether or not the proposal was "sufficient to form the basis for the parties to engage in negotiations over the weekend on a letter of intent and more detailed term sheets." "This discussion," reads Microsoft's statement, "has been mischaracterized as a take it or leave it ultimatum, rather than a timetable in order to move forward to intensive negotiations." Yeah, we're lost, too. Microsoft's full statement, below. More »

Icahn files replacement Yahoo board slate with SEC

Corporate raider Carl Icahn made his proxy fight for control of the Yahoo board official today, filing an alternative slate with the Securities and Exchange Commission. The slate includes nine of the ten names Icahn already put forward in a letter to Yahoo chairman Roy Bostock. Bob Shaye, former cochairman and co-CEO of the recently defunct New Line Cinema, is no longer on the list. The filing includes a letter from Icahn to Yahoo shareholders in which Icahn urges them to vote for his slate because "Steve" — as in Microsoft CEO Steve Ballmer — told him it would grease the wheels for a deal: "If a new board consisting of my nominees were to be elected,Microsoft would be willing to enter into discussions regarding a transaction immediately." Icahn's proposed slate and its members brief bios, below. More »

The Yahoo board members we'd most like to see fired

Corporate greenmailer Carl Icahn, some old dude who was stupid enough to buy a lot of shares of Yahoo on the premise that Microsoft would buy the company after it said it wouldn't, wants four seats on Yahoo's board. Yahoo only prepared to reward his intelligence by offering him two, Kara Swisher reports. Why so stingy? This is a once-in-a-lifetime opportunity to clear the dead wood out of the boardroom. Make room! Our nominees for the axe: More »

Microsoft looking for a third to get in on the Yahoo action

Microsoft's latest plan: acquire Yahoo's search business and convince either Time Warner or News Corp to snatch up the rest. Microsoft CEO Steve Ballmer and Yahoo board chairman Roy Bostock had a meeting scheduled Monday to discuss the plans, but Ballmer called it off at the last minute, reports the Wall Street Journal. Yahoo sources took the cancellation to mean Ballmer couldn't persuade News Corp's chairman Rupert Murdoch or Time Warner CEO Jeff Bewkes to do the deal. They're probably right about Bewkes. Word has it he's hoping Yahoo will buy Time Warner's AOL, not the other way around. As for Murdoch, he's been willing to hand over MySpace for Yahoo stock since at least last year, but perhaps like us, he's wondering why anyone would make a move for Yahoo shares right now, when they don't seem to be going anywhere but down. (Photo by xamad)

Dear Yahoo shareholders, we totes heart you, signed Roy and Jerry

In an open letter to shareholders, CEO Jerry Yang and chairman Roy Bostock assure abused shareholders that they're the only ones who truly love you. They know that Microsoft offered to buy your shares at a premium, and then tried to be just a friend with search benefit, offering $1 billion check and an $8 billion investment. But don't listen to Carl Icahn who says they haven't been good to you — he just doesn't understand that what you share goes deeper than stock price drops. More »

Report: Microsoft-Yahoo search deal back on the table

After a deal outsourcing search advertising to Google failed to impress shareholders, Yahoo board members — including chairman Roy Bostock — are reconsidering a deal that would outsource and sell Yahoo's search business to Microsoft instead. This according to a News.com report, which cites a single source — "one major investor who has been in contact with both parties" — and says that like Yahoo, Microsoft is also willing to renew negotiations and even "sweeten" its offer. We're skeptical. More »

Step two in Carl Icahn's five-point Yahoo plan: replace Yang

Corporate raider Carl Icahn laid out a five step plan for Yahoo in a letter to Yahoo chairman Roy Bostock today. In brief, Icahn wants to replace Yahoo's poison pill severance package, usher CEO Jerry Yang back into his role as "Chief Yahoo," tell Microsoft that it can have any of Yahoo unless it owns all of it, sell Yahoo, or failing that outsource search to Google. Find the plan in Icahn's own words, below. More »

Bostock responds to Icahn

Dear Carl: We are in receipt of your letter of June 4th and take issue with its content. Your letter seriously misrepresents and manipulates the facts regarding the recent events pertaining to Microsoft and Yahoo!. You rely on, as “facts,” a series of unsubstantiated allegations from a complaint filed in a Delaware court which grossly misstate the very clear record and position established by the Yahoo! Board. Let me elaborate: You make reference to our employee retention plan but you significantly mischaracterize its purpose and its effect. In fact, you refer to it as a “Poison Pill” which could not be further from the truth. To set the record straight, the employee retention program is designed to protect the Company’s assets and value during a time of uncertainty. The claim that the plan gives each of Yahoo!’s employees “the right to quit his or her job and pocket generous termination benefits at any time during the two years following a takeover...” is just plain wrong. In fact, our plan has a “double trigger” which means that in order for an employee to be eligible for benefits under our plan, there would need to be a change of control AND the employee would need to be terminated “Without Cause” or resign for “Good Reason.” That means that in contrast to your assertions, an employee who simply quits his or her job would receive nothing under our plan. The retention plan is intended to help us preserve and enhance shareholder value by allowing Yahoo! to continue to attract and retain the industry’s best talent, and to allow employees to stay focused on implementing Yahoo!’s business strategy. In fact, the plan was adopted in order to protect the value of Yahoo! in anticipation of a possible acquisition by Microsoft which would have resulted in a lengthy regulatory review and a significant period of uncertainty for our employees. In adopting this plan, we believe Yahoo! did the right thing for its employees and its shareholders alike. This plan was fully disclosed at the time of its adoption and should be no surprise to anyone at this point. It was disseminated to employees, publicly filed and extensively covered by the media. Significantly, as you note, Microsoft had indicated that it was prepared to spend $1.5 billion on retention incentives indicating that they too recognized that the retention of Yahoo! employees would have been critical if there had been an acquisition. Finally, you significantly misrepresent the events of the recent past. Notably, you accuse us of turning down a $40 per share offer and “sabotaging” a $33 per share offer. Again, this is patently untrue. Yahoo!’s Board of Directors has at all times been focused on maximizing shareholder value. As has been well documented, Yahoo! has engaged in thorough discussions with Microsoft over a series of months culminating in Microsoft’s decision to walk away from a potential acquisition of Yahoo!. Throughout this process, which has included an exploration of multiple strategic alternatives with multiple parties, the Board has repeatedly stated that it is open to any transaction, including a sale to Microsoft, as long as it is in the best interests of shareholders. You seem to be under the impression that somehow Microsoft will come back to the negotiating table for a full acquisition of Yahoo!. This is puzzling as I know you are aware that we have reached out to Microsoft proactively and met with them many times in the last several weeks. During this period, their message to us and to the markets has been and remains that they are not interested in pursuing a full acquisition of Yahoo!. Conspicuously absent from your letter is any credible plan for Yahoo! other than a repetition of your insistence that the Company should sell itself to Microsoft. Indeed, your stated view that “the only way to salvage Yahoo! in the long if not short run is to merge with Microsoft” demonstrates that you have no other plan and causes one to wonder what exactly would happen to our Company if you and your nominees were to take control of Yahoo!. Sincerely, Roy Bostock Chairman of the Board

By shareholder demand, Yang now under "adult supervision" during negotiations

When Microsoft CEO Steve Ballmer met with Yahoo cofounders CEO Jerry Yang and David Filo on May 3, Yang and Filo refused to come down from their $37 per share price, according to Kara Swisher's new account of the meeting. Yang left thinking everything went well, and that he and ballmer were just starting to dicker over price — which would explain why he and Filo reportedly exchanged high-fives afterwards. The next day, Ballmer told the world Microsoft was withdrawing its offer. More »

Pro-Microsoft shareholders control at least 29 percent of Yahoo — does that mean the fight's over?

$30 billion hedge fund Paulson & Co. has released filings to show it owns 3.4 percent of Yahoo shares and intends to support Carl Icahn's bid to replace the company's board. Combined with Icahn's 4.3 percent share, Legg Mason fund manager Bill Miller's 5 percent share and Capital Research fund manager Gordon Crawford's 6 percent share, at least 18 percent of Yahoo's ownership now favors displacing the company's board with directors more amenable to a Microsoft merger. Capital Research funds beyond Crawford's control own another 11 percent of the company, raising that total to at least 29 percent. Shareholder activist Eric Jackson says investors owning another 3.2 million Yahoo shares favor a Microsoft merger as well. CEO Jerry Yang and chairman Roy Bostock can write all the letters they want. There's only one holdup: Getting Microsoft back to the table. (Photo by Simon Grossi)

Dissecting Yahoo's response to Icahn

Roy Bostock, Yahoo's chairman of the board, has responded to corporate raider Carl Icahn. The one-word version: "Unfortunately." That word sums up so well the letter, Yahoo's hamhanded reply to Icahn, and the whole sorry mess. Bostock has a point: There has not been a written offer on the table since Yahoo rejected Microsoft in February, and so neither the current board nor Icahn's replacements have any proposed sale to consider. More »

Yahoo chairman Roy Bostock to Carl Icahn: Back off

Yahoo board chairman Roy Bostock has penned a response to billionaire investor Carl Icahn's verbose missive, who's trying to replace the Internet company's board with directors who favor a deal with Microsoft:

Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo!'s ten-member board, comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo! stockholders.

Granted, Icahn's been accused of not understanding the Internet in the past — but acquisitions? About those, he's a widely acknowledged master. Full text of the letter after the jump. More »

Carl Icahn's letter to Yahoo chairman Roy Bostock

Yahoo chairman Roy Bostock has a letter from corporate raider Carl Icahn in his inbox. It's more than 3,000 words long. For a version that Bostock and you can read before Icahn completes his raid, see below. More »

Chairman Roy Bostock signs off on merger

Chairman Roy Bostock agreed to a merger yesterday, but not in his capacity as Yahoo's board leader. Bostock is also Northwest Airline's chairman. Yesterday, he signed off on its $3.1 billion deal to merge with Delta. Let's see if the Yahoo-Microsoft merger suddenly lurches forward, now that Bostock can give it his exclusive attention. We're bullish on more meetings.

Yahoo board meets, decides to meet again, consider making a decision

Yahoo CEO Jerry Yang, chairman Roy Bostock, and the rest of the Yahoo's board met on Friday. After reviewing the company's options — begin negotiations with Microsoft, merge Web properties with AOL, or outsource search advertising to Google — the board went with a perhaps underhyped fourth option. It postponed any decision and decided to meet again, the New York Times reports. Maybe with AOL, Microsoft, or Google representatives at the table. We'll see. Meanwhile, Yahoo executives want reporters to know that Yang should just hurry up and sell to Microsoft. Overlord-welcoming readers, by a margin of 2-to-1, agree.

Yang responds: Dear Steve, raise your offer and we'll talk

In a letter addressed to "Dear Steve," Yahoo CEO Jerry Yang and chairman Roy Bostock responded this morning to Microsoft CEO Steve Ballmer's weekend letter. The pair write that Yahoo is not opposed to a Microsoft "transaction," but that at $42.25 billion, Microsoft's merger bid remains too low. Bostock and Yang also reject Ballmer's clam that Yahoo management refuses to negotiate. They admonish: "Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit." Sounds like a call for the monkey dance to us. Yang and Bostock's whole letter is embedded below. More »

Yahoo board splinters in Yang versus Bostock battle

Yahoo CEO Jerry Yang has lost control of the Yahoo board. New Yahoo chairman Roy Bostock and billionaire Ron Burkle now lead a majority contingent which worries CEO Jerry Yang has let his emotions override his duty to shareholders in the face of Microsoft's takeover attempt. Support for Yang's efforts to resist Microsoft has dwindled to just Softbank's Eric Hippeau and Activision CEO Robert Kotick, the New York Post reports. More »

Why the new boss has no time for Yahoo

Yahoo director Roy Bostock was hustled into the chairman's seat the night before Microsoft launched its hostile bid for the company, after Terry Semel quit the post. But the man is literally colorless: All Yahoo's investor-relations site gives us is a black-and-white photo and a brief biography. The bio tells us this much: He's also on the board of Morgan Stanley, which has been wracked like the rest of Wall Street by the subprime crisis, and Northwest Airlines, which is negotiating a merger with Delta. In Silicon Valley, we think of Yahoo as an iconic company. But in the other board rooms Bostock frequents, Yahoo is just a frothy tech stock with a goofy name. Bostock may be chairman, but do you really think he's putting Yahoo at the top of his list?

Investigation reveals Jerry Yang leaked confidential Yahoo memo

Jerry Yang is slowly but surely acquiring a clue: Rather than waiting for his "confidential" memos to leak onto the blogs, he's just filing them directly with the SEC, lack of capitalization and all. One wonders why he bothered to mark it "confidential" in the first place, though. One sure way to know it's authentic: "We want to emphasize that absolutely no decisions have been made," Yang writes. Yep, that's Yang all right. More »

Terry Semel leaves Yahoo for good, gets street named after him

Terry Semel has stepped down as chairman of Yahoo and will leave the board of directors, more than six months after he left his post as CEO of the company. Board member Roy Bostock will assume his role as non-executive chairman. Don't think they let Terry leave without some lovely parting gifts though: Valleywag has learned that the entrance to Yahoo's Sunnyvale headquarters will be renamed Semel Drive "out of appreciation for everything he's done" for Yahoo. Sweet! That's the kind of golden parachute everyone can enjoy! More »