Time Warner (TWX) Killed Jon Miller/Yahoo (YHOO) Board Deal

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miller-bewkes.jpgThe mystery of Jon Miller's disappearing Yahoo board appointment has been gotten a little less mysterious. He isn't taking the job because Time Warner (TWX), his former employer, won't let him. What we're not sure about: Whose story to believe.

Miller, who was pushed out of his job as AOL CEO in November 2006, is still bound by a non-compete that required him to get permission to take a seat on the Yahoo board. Multiple sources tell us that Miller and Yahoo sought and got Time Warner CEO Jeff Bewkes' approval earlier this month. But last night, they say, Time Warner called both Miller and Jerry Yang and told them the deal was off.

Time Warner disputes that account. Spokesman Keith Cocozza says that Miller's contract with Time Warner prevents him from working "for a variety of competitors, including Yahoo, until of March of 2009," and that no one ever gave Yahoo or Miller the go-ahead.

We're not exactly sure what to make of the conflicting stories: Keith talked to us on the record, and the people who are telling us the different version aren't. But the pro-Miller, pro-Yahoo, camp's story has the advantage of making much more sense: Obviously Miller and Yahoo would be well aware of the non-compete, and would have sought to get it ok'd well before announcing Miller's candidacy in a press release July 21 (and subsequently filing the same document with the SEC).

Then again it's hard to understand what would provoke Bewkes to change his mind: The company has made it clear that it thinks Miller made a mess of AOL during his tenure, one that they've had to spend a couple years trying to clear up. If he's such a non-factor, who cares if he joins Jerry's board?

A source familiar with the matter also suggests that Time Warner's move also ensures that the company won't be able to sell AOL to Yahoo, because "they've totally screwed Jerry." We don't find that convincing: Miller's non-board seat may be embarassing for Jerry, but Jerry's had to endure lots of ego-deflation since Microsoft first made its offer in February. If he and his brain-trust decide it makes sense to buy AOL, hurt feelings aren't going to prevent that from happening.

See Also: Jon Miller Not Joining Yahoo Board, After All?
How To Watch Yahoo Shareholder Meeting Live
Former AOL Exec Jon Miller: No To Steve Ballmer, Yes To Tai Chi With Lou Reed
Yahoo, Icahn Settle: Carl Gets 3 Seats, Agrees To Shut Up



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54 Comments

stillofthenight said:
Me thinks something is rotten in TWX-land. Neither Miller nor Yahoo seem careless and i'd assume they checked. This isn't something small. Sounds and smells like Ron Grant got his panties in a bunch and convinced overlord Jeff Bewkes to "change his mind". Very silly and shortsighted IMO. This endears AOL to Yahoo how exactly?

Are They Crazy in Columbus Circle? said:
One potential buyer now screwed by an embarassing last second change, and only MSFT left to bail you out. Jeff, why not find a way to piss him off too? That would then give exactly zero buyers in the market.

My view as MSFT (now that YHOO isn't an option): You wanted $10B for this POS? Let's talk $4B.

achieving nirvana in 3...2...1... said:
cue the Benny Hill Show theme music

privy said:
a theory

mr miller is totally motivated by $$$

he was paid handsomely at USA/IAC and AOL of course, but small potatoes compared to the big boys and he's never hada windfall/exit to make him truly wealthy. so he is comfortable enough but not rich and so very very anxious to amass wealth

maybe TWX said OK to yahoo board but they would kill his exit payout if he went on? and yahoo's director comp is a small fraction of miller's ongoing exit aol comp?

NYTrader said:
Does anyone think that Yahoo, a public company, in doing a formal board search and the required due diligence that always involves, somehow forgot to call Time Warner and also forgot to ask Jon about his non-compete?

That is absolute nonsense! Of course they did. Time Warner's going on the record with such a misrepresentation of fact is incredible to me.

Luckily, I don't hold or trade their stock :)

Wellsely said:
So who gets the seat now??

Future Chicago Cubs owner Mark Cuban!

I just ate a turkey sandwich said:
Ted Leonsis

pasan said:
This is exactly what Yahoo needs:

fired the stuffed shirt (Terry Semel)
put in founder, watch him flounder
remove founder, replace with new version of the stuffed shirt (Jon Miller).

Got that? Jon Miller should merge with Terry Semel. That would make for an incredible web company:)

eric said:
Bewkes is obviously scared of looking stupid again. He got rid of Miller and AOL fell apart...but he looks more stupid for stopping Miller go to Yahoo, "Are The Crazy" is correct, he's screwing himself out of a buyer for AOL. Pasan, by dear old adversary, Miller is not a stuffed shirt...there are some things that you cannot deny about Miller.

1:When he took over AOL it was screwed
2:He took them into Broadband
3:He developed the ad network that Ron and Randy brag about
4:He bought Ad.com
5:He hit all 17 of his quarters delivering $2.1BN annually to TWX,(something Rondy has failed to do).
6:He brought down the wall, and he didn't even need Gorbachov, although, Bewkes the dumbass was over it.
7:He sold 5% of the company to Google for $1BN, valuing the company at $20BN
8:His last quarter at AOL ad sales were up 46%, he was actually ahead of estimated and the street was getting on AOL's side.

Bewkes is a dumbass.


jonas said:
Bewkes is an ass

robert said:
Yes he is...

You would imagine... said:
...that Bewkes would want Miller on the board. If he resists he looks like sour grapes, acknowledging he screwed up letting Miller go in the first place and allowing dumb and dumber to go in and cripple the division. If he let's Miller go on the board, he looks magnanimous and opens the door for sensible AOL/Yahoo talks.

Waldo said:
Why does this surprise anybody? AOL has a history of screwing over people; while they are they, after they leave, just about anyway all the time. The surprise would be if they ever acted in an honorable way towards anybody.

Jeff Bewkes said:
I am lord Lucifer Bewkes. Jon, meet me at the crossroads, sign your name in blood, Rongor my henchman will take your soul, Maid Randy will explain the complexities of the online world to you with his building blocks...and I will rain completely, for I am Lord Bewkes, the Sphincter Boy!!!!

jeremy said:
I would imagine, after the train wreck AOL has become under Ron and Randy, that Bewkes would be on bended knee to get Miller back to AOL????

Somebody said:
The Rondy's will not be appeased until the AOL brand has been destroyed and all that is left is
Putzform A.

But hey it's in New York and the Rondy's will not have to fly to their shit hole called "The Dulles Office" for it will soon not be there.

pasan said:
Jon Miller didn't negotitate the deal with Google --- sorry, that was done by Olaf and others.

Mike Kelly bought ad.com. Miller approved of the purchase but wasn't the internal advocate --- sorry.

Jon Miller is a finance guy. Finance people have value. Yahoo needs a killer product person. Jon Miller doesn't know a thing about building Internet products. That's undeniable.

true that said:
12 months - story will be told - TWX up, Yhoo and MSFT down. laugh now....only one building audience is AOL...criticize Bebo all you want but it will plug the hole in the barrel that has been bleeding audience while the rest of AOl has been adding new younger more valuable audience....I hear you laughing...last laugh is on you..true that....cost cuts now = improved profitability in 09. platform a now coming together - stand back...fire is erupting on the sales front as taking advantage of yhoo missteps on O&O...riddle me that batman..joker on you...TWX power move is backing AOl as it comes out of the depths of the past 12 months..I hear you laughing..last laugh is on you

Jack James said:
Pasan Get your facts straight

Current AOLer said:
Pasan, please don't look like you are someone in the flow of information, because with comments like "Miller is a Finance guy", "Mike Kelly bought ad.com", you look pretty stupid to us who are still on the field. Choose another ticker to play fake expert about.

lol true that said:
tell us more true that!

Trick Out said:
will yahoo and warner ever stop breathing life into their soap operas, just when it gets quiet, all changes.

eric said:
Pasan, you just have no clue and are proving you were not close or connected with the internal wranglings of this company. Miller did directly negotiate the Google deal, in fact Bewkes and his team were supporting the microsoft deal until Miller, Swad and Espinal told them to go check their numberes and indeed Miller and his team were right, Bewkes and his team had got it wrong. Mike Kelly had nothing, and I underscore, nothing to do with the AD. com purchse. Miller is not a finance guy, he's a strategy guy, see my previous posting. As for "True That", although I think I know who that is...you're smoking crack.

Name (required) said:
TWX sources are telling Kara that the decision to hold Miller to the non-compete came from on high at corporate and not from the AOL unit.

Thus it probably came from the AOL unit.

Erik said:
ramblings of true that makes some sense - clearly aol has been in the depths of the toilet for 12 - 24 months -- TWX would be selling at the very bottom valuation of AOL -- hold on to it until Q1 09 and see what impact Lynda has cleaning up the other sales guy mess which caused Q4, Q1, Q2 to be so terrible for ad sales...but I know this board is not for that type of thinking (Miller is clearly a strategy guy -- that is one of his core strengths - anyone who even has talked to him knows that).

Why would AOL block Jon Miller going onto Yahoo's board? If there is even a remote possibility of TW selling AOL to Yahoo, you the seller don't want somebody with inside knowledge of where all the bodies are buried in the property you are selling to be on the negotiating team for the buyer. The buyer beats you over the head with knowledge Miller brings to the table of all the screw ups he authored while head of the unit. It makes no sense for AOL to allow Miller to go to Yahoo UNLESS TW was playing with the idea of buying Yahoo ... which no one has said is the case.

Richard said:
The story you can believe is the one that makes Bewkes look most like an idiot, since that's the simple truth.

Bewkes has never cared about anything but his own rise to power, and Miller was doing a reasonable job running AOL (having done the google deal, ad.com deal, and trying to buy myspace and youtube but not getting sufficient TW support).

The way Bewkes has totally bungled the AOL unit generally (you couldn't have found anybody less digitally savvy with whom to replace miller) is testament to the Time Warner executive's incompetence. The fact that he's a complete moron can be found in the petty way he deals with other executives over whom he has authority.

If there competing stories about what happened, i can assure you that the one painting bewkes in the least favorable light is the most accurate.

eric said:
Richard,
I couldn't agree with you more.

mega twx fan said:
Think of what types Time Warner accepts as CEO. You had Dick Parsons, a nice human being so ill-matched for the CEO role that he could never, years into being CEO, articulate the rationale for Time Warner existing as an aggregate entity. My favorite: from one investor conference: "We are like a mutual fund for investors" - yeah, a really crappy mutual fund with a half a star Morningstar rating!

With Jeff as annointed successor, you have another guy who feels the finish line was getting the CEO job, not running the actual company. If he could just fly around on the G5 and collect the check, that would be fine with him.

I would say that this latest move is a low-point for TWX. People can smell fear, and a poorly handled reactionary move like this (yanking permission less than a day before the Yahoo shareholders meeting is exactly that) is a sign that no real business leadership exists at TWX. This is one case where the stock price is a perfect proxy for management performance.

insider said:
ahem. pasan is correct.

jonathan miller did NOT do the AOL-Google deal - not in any way shape fashion or form

the aol-google deal was announced in may 2002:

http://searchenginewatch.com/showPage.html?page=2164731

miller did not even get the AOL job until august 2002!

insider? not really... said:
@insider, how about spending two more minutes Googling and reading about the whole Microsoft/Google battle for AOL's search business in 2005 - that's what is being referred to here, you dope.

Time for you to to get back to the job at the front gate - "Can I see your ID sir?"

postng with an alias said:
FYI, Pasan = Insider = Loser

eric said:
insider...you must have been "inside" when Miller did the deal. You comment shows a complete lack of knowledge. Miller was the one who closed the deal...the Google deal was 2003 you must be buying the same crack Pasan is on.

Jack James said:
Pasan and Insider Both of you some advice, slightly modified from the original. Better to keep your mouth/post shut and be thought a fool than open/type it and prove it.

A Former True Insider said:
As someone who actually was materially involved in the AOL-Google round of agreements in 2005-I can tell you "for sure" that neither Miller nor his team (and especially not Espinal-LOL) had much to do with the 2005 Google investment/commercial deal (as was well-documented in the WSJ, TWX ran the show early on and negotiated with both MSFT and Google until a deal was agreed upon with Google and eventually executed).

Neither Miller, Swad or (for that matter) Clarizio played a major part in the "material" negotiating and finalizing of the definitive commercial or investment agreements.

Also, it's common knowledge that Mike Kelly was the driving force behind the Ad.com acquisition (which Miller obviously did approve).

Generally, Miller did have some good ideas while at AOL that actually played out and did (albeit slowly and not without resistance from him and his staff) move the company forward to the obvious transition AOL needed to undertake, but he really has been given WAY too much credit lately (in the media and on this site) for his time at AOL. Maybe it's because of the way he was terminated (and/or AOL's current state), but regardless most of the praise being set upon him is way out of line with what he actually "accomplished" at AOL.

Everyone seem to forget that it's easy to make numbers (i.e., ad growth, etc.) when you are starting from nothing and nobody is looking or expecting anything-the hard part is making the numbers when the pressure is on and there are expectations.

Also, Mike Kelly (who is an "actual" sales person) made those numbers, not Miller. Miller should, however, be given credit for sticking with Kelly, which the current regime could not do (which has lead to the Kurt-Tacoda fiasco and what is now Platform-A being "led" by a "non-sales person with no real sales or operational experience"-since sitting atop the then self-sufficient and profitable ad.com for a few quarters (because it's founder/creator decided to leave AOL) doesn't count as "real" sales/operational experience).

I've honestly had enough of the revisionist history about Miller from people who clearly have no idea what they are talking about.

Let the the Record Show... said:
Google deal facts:

Jeff and the TWX crew were pushing AOL to shut up and do a deal with Microsoft, who they viewed as a strategic partner (Strategic partner? No clue why on that one...Free Xboxes?)

Once MSFT knew that, they started, in old school MSFTian fashion, to yank elements of the deal they had already agreed to (note to sellers: MSFT, given its performance in deals over the last 20 months, is more enlighted now)

TWX, in proving they had poor four function math skills (CFO included), had screwed up the math on what each deal (GOOG and MSFT) represented.

When shown the error of their ways by Jon and Steve, and how different the deals were, Jon, Ted, and company got permission to re-engage.

The AOL team went to NYC, Eric flew in, and in 72 hours they hammered out a new Google deal, which is the vast majority of profit in the non-Access parts of AOL.

That's the real deal. The rest that are talking about this are posers.

Nick Charles said:
"A former True Insider" has it all wrong and "Let the Record Show" is exactly right. TWX, Olaf and others, were falling all over themselves to do a deal with Microsoft. Then it was pointed out to them the true financial ramifications of the deal. The AOL folks had been talking to GOOG the whole time and once the TWX-led MS deal fell apart, the GOOG deal was done and, ahem, it was not done entirely at the TWX level.

As for Mike Kelly and Ad.com--well that's not exactly true either. Lynda Clarizio was the one who pushed for that deal. As far as I could see, Mike Kelly was a nice guy, but, like most of the other TW guys, didn't really understand the technical stuff all that well.

As for Miller and the Yahoo board stuff, I think they read the newspapers up there in NY, right (we can be sure they probably don't do it online)--so why didn't they let Miller and Yahoo know that it wasn't possible at the beginning?

Not the first time TWX spins out lies to protect their very silly and increasingly irrelevant reputations

A Former True Insider said:
So sending the Google numbers up the ladder to TWX (at the behest of your then head of Search), thereby allowing TWX to make the then easy call about who to go with (MSFT or Google) counts as being responsible for the whole Google "deal"? Please.

BTW, as all the SEC filings show, the material part of "new" Google deal is just an extension of the old deal, with side deals for various other prospective matters. So sure, give him credit for "helping" (along with everyone else at AOL) make sure TWX did not swap out a good deal for a bad one, but he (and his immediate team) were nowhere to be found during the "negotiations" of the actual deals (or the original deal for that matter). Simple fact.

As for Clarizio, as head of the then corp. Dev. team of course she had to be behind the acquisition of ad.com (as was Kelly), but does that make her the right person to "lead" Platform-A (again, based on what "experience"-speak to that Nick Charles-SAI-anyone)?

"Mike Kelly was a nice guy, but, like most of the other TW guys, didn't really understand the technical stuff all that well"

That one made me laugh out loud, hanks Nick Charles. Kelly was a "saleman." His job was to run the "sales" organization, not understand the "technical stuff." Tell me this, what good is all that "nice" technology if you can't sell ads on/through it. That was also one thing the former ad.com folks were good at (read about the now expired U of Phx. deal in the TWX SEC filings). Now what AOL has is a struggling sales force unsuccesfully trying to "sell" ads and get itself on the same page. Call me crazy, but it seems like a "salesman" should run your "sales force" (and, as I mentioned above, I think Miller does deserve credit for having Kelly over that part of AOL).

Bottom line, Miller had a good (not great) run at AOL and made some very difficult decisions during a major period of transition (which is why he would be good for Yahoo! right now), but there is no need to give him credit for things he did not do or was (at best) "loosely" involved in. He is clearly better than what AOL currently has and was obviously wrongfully let go, but let his true record speak for itself.

Oh yeah, it's hard to be a "poser" when you were "actually" there throughout both Google deals, but since what I have to say is not "sexy" and does not stick it to TWX management enough I'll sit back (occasioanlly laugh out loud) and let the everyone else make up better stories for the readers of this site.

A Former True Insider said:
So sending the Google numbers up the ladder to TWX (at the behest of your then head of Search), thereby allowing TWX to make the then easy call about who to go with (MSFT or Google) counts as being responsible for the whole Google "deal"? Please.

BTW, as all the SEC filings show, the material part of "new" Google deal is just an extension of the old deal, with side deals for various other prospective matters. So sure, give him credit for "helping" (along with everyone else at AOL) make sure TWX did not swap out a good deal for a bad one, but he (and his immediate team) were nowhere to be found during the "negotiations" of the actual deals (or the original deal for that matter). Simple fact.

As for Clarizio, as head of the then corp. Dev. team of course she had to be behind the acquisition of ad.com (as was Kelly), but does that make her the right person to "lead" Platform-A (again, based on what "experience"-speak to that Nick Charles-SAI-anyone)?

"Mike Kelly was a nice guy, but, like most of the other TW guys, didn't really understand the technical stuff all that well"

That one made me laugh out loud, hanks Nick Charles. Kelly was a "saleman." His job was to run the "sales" organization, not understand the "technical stuff." Tell me this, what good is all that "nice" technology if you can't sell ads on/through it. That was also one thing the former ad.com folks were good at (read about the now expired U of Phx. deal in the TWX SEC filings). Now what AOL has is a struggling sales force unsuccesfully trying to "sell" ads and get itself on the same page. Call me crazy, but it seems like a "salesman" should run your "sales force" (and, as I mentioned above, I think Miller does deserve credit for having Kelly over that part of AOL).

Bottom line, Miller had a good (not great) run at AOL and made some very difficult decisions during a major period of transition (which is why he would be good for Yahoo! right now), but there is no need to give him credit for things he did not do or was (at best) "loosely" involved in. He is clearly better than what AOL currently has and was obviously wrongfully let go, but let his true record speak for itself.

Oh yeah, it's hard to be a "poser" when you were "actually" there throughout both Google deals, but since what I have to say is not "sexy" and does not stick it to TWX management enough I'll sit back (occasioanlly laugh out loud) and let the everyone else make up better stories for the readers of this site.

TWX corp wonks rule! said:
Getting Starbucks orders while the adults negotiate doesn't count as being part of the deal team. The few TWX corporate wonks involved were bag carriers, now wanting credit for another thing done on Miller's watch.

Sad - do you really think you ran the negotiations? That's just f***ing delusional...

eric said:
Let the record show is completely right, (well mainly right) on all points, a former true insider is smoking Pasan's Crack, where can you buy that stuff, it seems truly strong and mind bending...

Miller, Swad and Espinal made the Google deal after Jeff and his cronies got their numbers wrong, and had to back down. Ad.com was championed by Clarizio, Kelley hadn't got a thing to do with it, but Miller was the one who supported it and got TWX approval, against Bewkes wishes to spend the $400MM.

Pasan, Former true insider...get help you're making yourselves look like asses.

This is it.... said:
eric, you are so right. Pasan, Former true insider not only should get help, they should simply shut up. They have no idea and no grasp with reality of what happened, who was involved and when...Check your stories and your facts boys and then go and play in your sandbox.

Nick Charles said:
"A former true insider":

I think you must have been a pretty low-level employee up there, because as Eric points out, it wasn't a matter of "sending the numbers up" to the almighty, omniscient lords at TWX. It was persuading them that the deal they had put together with MS was a budding disaster for all involved, that it fundamentally misunderstood the market and that MS's technology was way behind GOOG and Ad.com. If you were really "there," you would know that.

If you were really there, you would know that the deal wasn't simply an "extension" of the search deal and you would have known that the AOL team had to be in NY for the whole time to make sure that it didn't get screwed up again.

One thing I do know, you are definitely a TWX'er---only someone like that would think that selling ads online these days is no different that selling ads in People magazine. Understanding the technology is actually the most critical part of success selling ads online. You might want to look at how many ex-Time,inc'ers are "selling ads" at GOOG. This is the fundamental conceit at TWX that has destroyed the value of AOL: "We are the brilliant titans of a great media empire, how hard could this dumb online stuff be?"

Oh, and hiring Jon Miller in the first place was a TWX decision, too.


insider said:
i'll say it again -- the core google relationship predated mr miller at aol

http://searchenginewatch.com/showPage.html?page=2164731

all the intrigue about microsoft and TW upper mgmt may be correct -- i wasnt there but i'll assume it is -- but that doesn't change the facts: the later google deal was an extension and slight expnsion of the existing deal.

so mr miller may have been smart and tough to keep TWX from going to MSFT deal, but he hardly deserves credit for core strategic initiative -- outsoiurce serach and paid serach business model to google. that clearly and simply and inarguably predated his tenure

jeez

Insider is a dope who can't let go said:
@insider - Dude, you should seek some counseling sooner vs. later. You were wrong, and are now modifying your position to prove some point that is, luckily, lost on us.

Nick Charles said:
So, you've changed your handle from "former true insider," to just "insider" and you admit that "I wasn't there," but you still pretend that you know something more about it than what was in the news.
So, now let me explain that the 2005 deal had little to do with search, although it did add some elements to the existing search deal--the critical part of the deal was the equity investment in AOL and the point of doing that was to lock out MS. There was no strategic initiative, it was intended to prevent TWX from doing another dumb MS deal (by all involved) and it worked.

Another pathetic TWX poser---you don't know the facts, you weren't there and I'm not sure you would have understood if you were.


Falco is better said:
Too many Miller cronies here who have not lost their loyalty to their kungfu maestro. No kidding these shaolin snakeoil ex lovers lost a lot after Miller was knocked off by Bewkes southpaw. They have sucked long and hard and sucked AOL for too long, gave themselves big fat kungpao bonuses and treated AOL like a pimp.

Miller did nothing. He know nothing and TWX did the right thing to block and tackle him before he gets into Yahoo and becomes a vindictive kungfu master.

Here is my grades for Miller,Falco,Ballmer,Yang,Semel,GoogleMonkeys

Miller C-
Falco B
Ballmer B

Yang F
Semel F-
GoogleMonkeys A+





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Baseball Bats For Sale (URL) said:
That is the way it is in the world of big business politics. Nothing like a guy that got a fifty million dollar severance package to not get another job. Like I would really feel sorry for him because his noncompete keeps him from getting a cushy corporate board job. But, at least we know now why he did not get the board position. He will probably be given the seat in february just after the non compete clause goes out of date.

Gordon
Baseball Bats For Sale
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