Microsoft-Yahoo Takeover Glitch: Can't Find Dissident Yahoo Board Members*
One of the next steps in the Microsoft-Yahoo melodrama (MSFT) (YHOO) is for Microsoft to nominate a slate of directors to replace the ones it will try to get fired at Yahoo's shareholder meeting (Jerry, Roy Bostock, et al). The problem? The "word on the street" is that Microsoft can't find anyone willing to take on the job, says the Post's Peter Lauria.
We had assumed that Microsoft could solve the director problem by nominating Steve Ballmer, Bill Gates, Yusef Mehdi, Brian McAndrews, and a gaggle of Microsoft administrative assistants. Alas, Peter reports that this would be illegal (director nominees can't work for a hostile acquirer).
Potential directors are reportedly--and understandably--concerned that the filing of a slate of dissident directors is just a negotiating move by Microsoft, one that isn't worth destroying Yahoo and Valley relationships for:
One Silicon Valley source said there's no incentive for people under consideration to become board nominees because a deal is widely seen as likely being done on friendly terms.
Also holding people back is the worry that if negotiations turn nasty, would-be nominees, by being part of a hostile takeover attempt, risk alienating both Yahoo! insiders and others who are aligned with the search giant.
Microsoft reportedly approached former Netscape CFO Peter Currie but he, not surprisingly, told them to go to hell. Cable mogul Leo Hindery and once-Viacom-honcho Tom Freston have also reportedly been considered, but both deny offers from Microsoft.
*UPDATE: A source who claims to know for certain says the Post is full of it, that Microsoft's board slate is set and ready to file at a moment's notice. And now TechCrunch says the same thing, and claims to have talked to a member of said board.
Heaven can wait.
See Also:
HELP WANTED: Microsoft Seeking Dissident Yahoo Board Members
http://www.alleyinsider.com/2008/2/news_corp__board_member__not_a_potted_plant__does_like_camping
While a joke, I don't understand why this matters. Can't they get other potted plants to warm the seats until the deal is done, then replace them?
None of them will grant you interviews.
ok bitch.
The problem with that story is that it comes across as being a supposed real dilemma for MSFT... because it's written so convincingly.
However, it's just useless punditry. Anybody paying attention knows that MSFT's bankers have already leaked the characterization of missing a nominating deadline as "negligent," and it would be the absolute height of negligence to do so.
Anybody who believes that MSFT couldn't have dropped the dime on March 14th (former deadline), or couldn't now drop it, is either not very bright or motivated by bias or a lack of objectivity.
Now, that MSFT might have had difficulty getting one or more of those it might have chosen from the valley culture of big wheels is a separate matter that might be the case for the reasons covered by the story... but, thinking that MSFT might not be ready with nominees?...
That's priceless.
Don't hold your breath waiting for a Pulitzer.
Go Yahoo this phrase and type very slowly:
"What is a Puli"
That'll get you there, unless you've been in Jerry's peyote... and that's for the negotiation, so stay out of it.
Yahoo "Peyote"
"What is a put"
"Manure spreader"
...and you can select 'images' and get some pictures:
http://images.search.yahoo.com/search/images;_ylt=A0geu50L0utH7QgA2VlXNyoA?ei=UTF-8&p=manure%20spreader&sado=1&fr2=tab-web&fr=sfp
I previously intended to ask you to Yahoo search for "Putz"...
...and not my incorrectly finished "Put_" but I'm quite sure that nobody with any intelligence failed to catch my drift and knew the general thrust of the word I was really aiming at.
besides, flip the logic around: your report says valley insiders dont want to risk their yahoo relationships. But there are plenty of folks who dont want to risk their microsoft relationships. think OEM's for starters. and i'm just guessing there might be a few ad shops eager to curry favor with what will be among the largest media businesses on the planet if it goes through.
I'm going to do something unique in comparison to the rote-out pablum of the mass media. Haha, I'm going to bring some facts to the debate. Here's a copy of the law (assuming it is accurate and I can't vouch for the accuracy):
http://lawprofessors.typepad.com/china_law_prof_blog/files/070824_draft_aml_third_draft.pdf
I've read it and I don't think the stories at the WSJ, at Motley Fool or at Seeking Alpha have been credible for couching the law as having dire consequences for either Yahoo or Microsoft. There are parts of it that might even favor a merger of Yahoo-Microsoft, and I can find no provisions of it that would not likely place restraints on Alibaba itself, were it to assume a monopoly in China, regardless of the minority ownership it might have by either Yahoo or a merged Yahoo-Microsoft.
One thing I think is attractive and less restrictive of the law is that it acually appears to limit the review period for mergers, acquisitions or other evidence of "concentration" to just 30 days. Too bad the US Justice Department or Nellie and her EU Commissars can't accomplish the same in 30 days.
No, I don't think there's been a lot of objectivity included in news reports or punditry about the subject. Rote pablum is about all we can expect from media these days... Not enough facts, just rote pablum.
Much about the law is quite similar in intent as antitrust laws in place in the U.S. and in the EU. Nellie would probably be proud of the China Antimonopoly Law.
If somebody can find dire consequences expressed in the law for Yahoo or Microsoft, independently or merged, feel free to expound on them.
Take note however. I'm a hard man... I'll cut your legs out from under you if you mess up.
To business:
As you will see from reviewing my link already provided above, there is indeed a provision of the law that would actually exempt potential defendant corporations from anti-trust claims in China if they meet certain criteria considered to have more favorable characteristics for advancing the public good than they’d have for constituting monopolistic behavior. These are covered under Article 15 of the law, reprinted below (quoting in entirety):
Article 15 Monopoly agreements between undertakings that can be proven to fall under any of the following cases shall be exempt from the application of Articles 13 and 14:
(i) For the purpose of improving techniques,
researching, and developing new products;
(ii) For the purpose of upgrading product
quality, reducing costs, improving efficiency, unifying product models and standards, or carrying out professional labor distribution;
(iii) For the purpose of improving operational
efficiency and enhancing the competitiveness of small and medium-sized enterprises;
(iv) For the purpose of maintaining the public
welfare such as conserving energy, protecting the
environment, providing disaster relief, and etc.;
(v) For the purpose of mitigating the severe decrease of sales volume or excessive overstock during economic recessions.
(vi) For the purpose of protecting the legitimate
interests of international trade and foreign economic cooperation; or
Other cases stipulated by the law or the State Council.
In that case that the monopoly agreement falls under any of the cases from (i) to (v), the undertakings shall also prove that the agreement will not substantially restrict competition in its relevant market and can enable the consumers to share the benefits provided by the agreement in order to be exempt from Articles 13
and 14 of this Law, (end quoting)
--
It’s not altogether impossible that a merged Yahoo-Microsoft, while still holding a minority 39% interest in Alibaba, might conform to one or more of paragraphs (i), (ii), (iii) or (vi) and thus be awarded exemption from anti-trust claims, even if the anti-trust issues were raised in the first place by the Chinese authorities.
Regardless of the claims against MSFT by the U.S. Justice Department and the EU, MSFT has in almost every way successfully accomplished, at the very least, elements (i), (ii) and (iii) for the public good throughout its entire operational history, and a merger with Yahoo would not lessen the strength of these attributes.
Too, it’s not necessarily true that Alibaba would escape anti-trust claims, on its own, even without the minority ownership interest of a merged Yahoo-Microsoft. In other words, it might not be the ownership interest in Alibaba that was at risk of an anti-trust claim, but just Alibaba itself. The focus might be on Jack Ma, rather than being on Yahoo-Microsoft.
Has the NYT covered these eventualities in its reporting?… Has Seeking Alpha or Motley done so?… If they have, I haven’t yet seen it.
Let them come here and debate me. Dare 'em... Dare 'em to do it.
Somebody, anybody?... NYT?... Any of you at Seeking Pablum?... Mostly Foolery?... Anybody?
Want a piece of me?
Bring it on. The whiskey is sweet, and I've got "Wild Horses" on and it's loud, loud, loud - Original single - Leon Russell.
I'm hot... I'm keyed... I'm ready for you.
Ride up and start shootin'... You'll be full of hot lead, and dead... before you hit the ground.
Bring it on!
http://yhoo.client.shareholder.com/sec.cfm?DocType=&DocTypeExclude=&SortOrder=FilingDate%20Descending&Year=&Pagenum=16
…and find the: 8-K/A Amended Current Report, dated Oct 27, 2005.
In the document you will find the agreement titled “SHAREHOLDERS AGREEMENT by and among Alibaba.com Corporation, Yahoo! Inc., SOFTBANK CORP., the Management Members (as defined herein) and certain other shareholders of Alibaba.com Corporation - Dated as of October 24, 2005.”
It is exhibit 2.5, and you can easily find it by scaling down-page approximately 55%, just past the mid-point. It’s the last of several documents filed in this amended current report.
Now that we have that referenced, I’ll have a few comments about the media and its reporting of the “First Right of Refusal” clause in which all parties to that agreement mutually share both responsibilities and rights, for both upholding the terms of the agreement and for making notifications themselves to others when required to do so by those same terms.
Since the earliest stories making their way into the press on this matter, often quoting those always persistent and ghostly “sources close to” that invariably color the background of public and private discourse, the story of Alibaba’s intentions to “invoke” some right it perceived (and then SoftBank the same) it had to buy back shares from Yahoo has largely been cast as something of a “gotcha” in which Microsoft might suddenly find itself flummoxed and confused, its hopes of a China Dominion d-a-s-h-e-d by a finger-shaking press, delighted with its trendy ability to admonish Microsoft and punctuating that joy with editorialized “Ouches!” and “Oh-nos!”
It’s too funny… especially when one considers how very unlikely it would have been for Ballmer to make Microsoft’s proposal without the perfect knowledge of that agreement, not only its existence but exactly what it meant and the likely worst consequences of having it executed for the benefit of Yahoo’s partners in Alibaba upon a merger between Yahoo and Microsoft.
And so the story comes to us as though some mysterious and scary thing for Microsoft in which Jack Ma has been sitting around flipping through his old notes from discussions with Jerry Yang and suddenly has a eureka moment… realizing he’s got an out to stiff-arm Microsoft with. And the pundit press goes walking happily away, blowing on and polishing its knuckles, proud that it’s contributed to blocking the titan from gobbling up the now-monopoly-protected PRC – this latest fact being only the latest gotcha enjoyably foisted on Microsoft by the Pundinistas, but just before they’ve taken the time to read and understand what it is they’re pundinisting about.
It’s not like Jack Ma would’ve had to discover anything in the way of a first right of refusal… It was already there in print for all to see, not least among them the hordes of accountants, auditors, bankers, managers, executives and tacticians at Microsoft.
The agreement requires Yahoo to play the “invoke-a-doke” game on its own, to know it must knock on both Ma’s door and SoftBank’s as well, to grab their lapels and shake ‘em a tad, telling them to wake themselves up and get ready for an opportunity of a lifetime, their one and only chance, in two rounds - count ‘em, uno and dos – to pocket what Alibaba shares they don’t already own and score one against Microsoft for both Communism and the Good of Mankind.
Let's see now... hmmm?... the Pundinistas have come up with, uh, "not able to fill a slate," the trendy "invoke-a-doke fear," and, in their hopeful eyes, the sho-nuff best chance at a Microsoft deal killer, the PRC's advent of "modern-day antimonopoly paralysis."
Any reasonably intelligent 10th grader could examine the publicly available facts and documents and have not the slightest inclination to believe that Microsoft was surprised by any of this or that they’ve not already factored it all into their tactical merger attempt.
To believe otherwise would be to think they were getting their game plans from The Motley Fool, from Seeking Alpha or from the WSJ or NYT.
How about this? Take a class on Photoshop, and then try it out once you have some skills under your belt, amateur.
MSFT wants to do what it did to netscape.. nothing less..but probably much much more.
danger bill gates..danger..
looks like MFST has an urge to throw a giant "e" into the fountain at yahoo..
wouldnt it be easier if MFST just got an old fahioned penis enlargement to make up for its feelings of inadequacy?
MSFT wants to do what it did to netscape.. nothing less..but probably much much more.
danger bill gates..danger..
looks like MFST has an urge to throw a giant "e" into the fountain at yahoo..
wouldnt it be easier if MFST just got an old fahioned penis enlargement to make up for its feelings of inadequacy?
Microsoft will remain with an empty shell if thea try to force destiny !
The inability to cough up an opposition slate is the least of their problems.
Kudos to the yahoo team. If they could run their company like they are running their takeover defense, they would be a great stock! Sadly this is not the case.
I am a long time stockholder (having held shares in Yahoo and companies that Yahoo acquired).
Not trying to byte the hand that feeds me, but, it has seemed that Yahoo management has been absent or simply failed to execute good strategic decisions in the last few years.
So the CD came and it said right on there, only for Windows.
After that, I began to receive a bill, right on the telephone bill.
This CD was never activated, no registration, nothing.
I call the toll free number to try to turn it off. I end up listening to musak for one hour. Finally, a foreigner gets on the phone. She begins to gabble meaningless questions for another half hour, until I finally began to chant "Turn it off, Turn it off, turn it off."
At this point, she hung up on me. I received the same treatment for four months while the charges piled up on my telephone bill. I attempted to talk to the telephone company,(Qwest) but they said they couldn't help me.
My son finally tried talking to them one day and the girl turned it off because she thought he was cute.
The phone company eventually turned us into a collection agency and I wondered how much of Qwest does Bill Gates own?
I figure I've got 2 full working days into attempts to close this account.
Granted, I have spent a lifetime being Microsoft free, always owning nothing but Macs and Adobe software, and they, too are full of greed, but you know what? Microsoft Word is junk to anyone who has ever run Adobe software.
After much argument, we were finally able to convince the collection agency that we were legitimately refusing to pay, but one thing still occurs. Qwest won't sell us Internet access because we wouldn't pay Bill Gates. And that has been 7 years.
I've stiil got that CD somewhere in my desk just in case.
So, if you've read this story and believe this story, is there any doubt left that Bill Gates won't take what looks like a decent, successful company and alienate most of their customers?
So the CD came and it said right on there, only for Windows.
After that, I began to receive a bill, right on the telephone bill.
This CD was never activated, no registration, nothing.
I call the toll free number to try to turn it off. I end up listening to musak for one hour. Finally, a foreigner gets on the phone. She begins to gabble meaningless questions for another half hour, until I finally began to chant "Turn it off, Turn it off, turn it off."
At this point, she hung up on me. I received the same treatment for four months while the charges piled up on my telephone bill. I attempted to talk to the telephone company,(Qwest) but they said they couldn't help me.
My son finally tried talking to them one day and the girl turned it off because she thought he was cute.
The phone company eventually turned us into a collection agency and I wondered how much of Qwest does Bill Gates own?
I figure I've got 2 full working days into attempts to close this account.
Granted, I have spent a lifetime being Microsoft free, always owning nothing but Macs and Adobe software, and they, too are full of greed, but you know what? Microsoft Word is junk to anyone who has ever run Adobe software.
After much argument, we were finally able to convince the collection agency that we were legitimately refusing to pay, but one thing still occurs. Qwest won't sell us Internet access because we wouldn't pay Bill Gates. And that has been 7 years.
I've stiil got that CD somewhere in my desk just in case.
So, if you've read this story and believe this story, is there any doubt left that Bill Gates won't take what looks like a decent, successful company and alienate most of their customers?
So the CD came and it said right on there, only for Windows.
After that, I began to receive a bill, right on the telephone bill.
This CD was never activated, no registration, nothing.
I call the toll free number to try to turn it off. I end up listening to musak for one hour. Finally, a foreigner gets on the phone. She begins to gabble meaningless questions for another half hour, until I finally began to chant "Turn it off, Turn it off, turn it off."
At this point, she hung up on me. I received the same treatment for four months while the charges piled up on my telephone bill. I attempted to talk to the telephone company,(Qwest) but they said they couldn't help me.
My son finally tried talking to them one day and the girl turned it off because she thought he was cute.
The phone company eventually turned us into a collection agency and I wondered how much of Qwest does Bill Gates own?
I figure I've got 2 full working days into attempts to close this account.
Granted, I have spent a lifetime being Microsoft free, always owning nothing but Macs and Adobe software, and they, too are full of greed, but you know what? Microsoft Word is junk to anyone who has ever run Adobe software.
After much argument, we were finally able to convince the collection agency that we were legitimately refusing to pay, but one thing still occurs. Qwest won't sell us Internet access because we wouldn't pay Bill Gates. And that has been 7 years.
I've stiil got that CD somewhere in my desk just in case.
So, if you've read this story and believe this story, is there any doubt left that Bill Gates won't take what looks like a decent, successful company and alienate most of their customers?
So the CD came and it said right on there, only for Windows.
After that, I began to receive a bill, right on the telephone bill.
This CD was never activated, no registration, nothing.
I call the toll free number to try to turn it off. I end up listening to musak for one hour. Finally, a foreigner gets on the phone. She begins to gabble meaningless questions for another half hour, until I finally began to chant "Turn it off, Turn it off, turn it off."
At this point, she hung up on me. I received the same treatment for four months while the charges piled up on my telephone bill. I attempted to talk to the telephone company,(Qwest) but they said they couldn't help me.
My son finally tried talking to them one day and the girl turned it off because she thought he was cute.
The phone company eventually turned us into a collection agency and I wondered how much of Qwest does Bill Gates own?
I figure I've got 2 full working days into attempts to close this account.
Granted, I have spent a lifetime being Microsoft free, always owning nothing but Macs and Adobe software, and they, too are full of greed, but you know what? Microsoft Word is junk to anyone who has ever run Adobe software.
After much argument, we were finally able to convince the collection agency that we were legitimately refusing to pay, but one thing still occurs. Qwest won't sell us Internet access because we wouldn't pay Bill Gates. And that has been 7 years.
I've stiil got that CD somewhere in my desk just in case.
So, if you've read this story and believe this story, is there any doubt left that Bill Gates won't take what looks like a decent, successful company and alienate most of their customers?
and ill stop using yahoo as soon as microsoft gets its hands on it. which sucks..cause i happen to like yahoo. much better than hotmail..msn..live..passport..and so on and so on...