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Microsoft Offered $40 a Share For Yahoo

Posted by kdawson on Tue Jun 03, 2008 03:26 PM
from the maximizing-shareholder-value dept.
fistfullast33l writes "Bloomberg is reporting that a recently unsealed court case by shareholders against Yahoo reveals that Microsoft offered $40 a share for the Internet search company in January 2007 and Yahoo turned it down. We've extensively discussed Microsoft's bid for Yahoo earlier this year for $33 a share, which was rebuffed. Investor Carl Icahn has launched a proxy fight against Yahoo over the spurning of the Microsoft deal." CWmike notes Computerworld's coverage of the revelations: "The complaint places much of the blame on [Yahoo CEO Jerry] Yang, describing him as someone with a 'well-known' antipathy toward Microsoft who acted out of a personal interest to keep Yahoo independent. Something wrong with that? Oh, yeah... public company."
+ -
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[+] Microsoft Bids $44.6 Billion For Yahoo 784 comments
The news is everywhere this morning about Microsoft's $44.6B offer to buy Yahoo. The offer represents $31 a share, a 62% premium over Thursday's closing price; and Yahoo's stock price has been rising in after-hours trading. Microsoft has been making overtures to Yahoo since 2006, according to the CNet article, including a buyout offer last February that was rebuffed. Mediapost.com has some perspective on the deal from the point of view of ads and eyeballs. Such an acquisition, which would be Microsoft's largest by far — it bought Aquantive last year for $6 billion — would need approval by US and EU authorities. A European Commission spokesman declined to comment.
[+] News: Microsoft Withdraws Yahoo Takeover Offer 336 comments
mksmac writes "According to the KOMO TV Website, Microsoft has withdrawn its bid for Yahoo after presenting them with an increased offer that was subsequently declined by Yahoo. Frankly, this seems like a smarter decision on Microsoft's part, but I'd like to hear how other people feel about the deal. Should Microsoft have walked away, pressured Yahoo via a hostile takeover or sweetened the pot until Yahoo gave in?" For those who prefer it, the NYT also has coverage, and the story is also at news.com, among many others. I like the Beeb's version as well. And for the Microsoft-centric explanation of why the courtship is over, see Steve Balmer's letter to Jerry Yang.
[+] News: Carl Icahn Takes on Yahoo's Board 279 comments
narramissic and several others have written to point out that Carl Icahn has initiated a proxy battle with Yahoo's board of directors over their rejection of Microsoft's bid for the company in February. Icahn has purchased millions of Yahoo shares over the past week and assembled a group of nine other investors (including Mark Cuban) to persuade the board to resume talks with Microsoft. Yahoo remains unimpressed. Icahn's letter to Yahoo accuses: "It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo's closing price of $19.18 on the day before the initial Microsoft offer. I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet."
[+] Microsoft Circles Back to Yahoo With New Offer 143 comments
Ian Lamont writes "Microsoft has come back to Yahoo with a new offer that would involve it buying part of Yahoo. No details have been released, but sources told the Wall Street Journal that part of the arrangement would involve Microsoft selling display ads next to Yahoo search results. No word yet on how this will impact Carl Icahn's proxy war with Yahoo's board."
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  • by seanadams.com (463190) * on Tuesday June 03 2008, @03:26PM (#23643219) Homepage
    Who hasn't already written off both of these companies? Anyone holding either of them for the long term simply does not grok where the internet and personal computing are going, or how desperately inept these two companies have become due to their size and age.

    Microsoft's asset is an OS that people are still locked into, but becoming violently sick of. Yahoo's asset is a rapidly diminishing brand and user base. Combine them and you just get an even faster and more epic fail. This is the next AOL/TW.

    The guys who will eat their lunch are the Googles and Apples of the world, who are both innovating and listening to their customers. Size alone won't help you compete with that, you need to get back to innovating. I think people are being way too slow to jump the sinking ship here - if I were a YHOO shareholder, I'd have dumped as soon as the offer hit the table and the stock hit $30. Why on earth would you hold out for $31?
    • by zooblethorpe (686757) on Tuesday June 03 2008, @03:36PM (#23643365)

      I think people are being way too slow to jump the sinking ship here - if I were a YHOO shareholder, I'd have dumped as soon as the offer hit the table and the stock hit $30. Why on earth would you hold out for $31?

      Well, since you asked why:

      Nigel Tufnel: Well, it's one higher, isn't it? It's not $30. You see, most blokes, you know, will be selling at $30. You're on $30 here, all the way up, all the way up, all the way up, you're on $30 in your portfolio. Where can you go from there? Where?
      Marty DiBergi: I don't know.
      Nigel Tufnel: Nowhere. Exactly. What we do is, if we need that extra push over the cliff, you know what we do?
      Marty DiBergi: Hold out for $31.
      Nigel Tufnel: 31. Exactly. One higher.

      Maybe not too far off the mark...

      Cheers,

    • by whisper_jeff (680366) on Tuesday June 03 2008, @03:44PM (#23643485)
      Why on earth would you hold out for $31?

      Well, as but one example, Carl Ichan is reported to own about 50 million shares in Yahoo ( http://biz.yahoo.com/ap/080513/yahoo_icahn.html [yahoo.com] ) so a stock increase from $30 to $31 represents a profit of about $50 million. Now, call me wacky, but that sounds like a good reason to me...
    • by negRo_slim (636783) on Tuesday June 03 2008, @03:48PM (#23643551) Homepage

      Who hasn't already written off both of these companies?
      I would assume only a fool would write off two of the largest tech companies in the country (with a combined revenue of 57.33B).

      or how desperately inept these two companies have become due to their size and age.
      Yes because we all know the only real innovation isn't done in multi-million dollar research centers, it's done in dad's garage, duh!

      Microsoft's asset is an OS that people are still locked into, but becoming violently sick of.
      Yeah one would think the nightly car bombings outside of Microsoft's HQ would finally stop this 'stay the course' mentality. But for some reason people seem to enjoy using a OS on cheap hardware the runs reliably and quickly when configured properly. Oh and plays the latest games!.. We're in the twilight zone now.

      Yahoo's asset is a rapidly diminishing brand and user base
      I'm sure that's it. Not anything to do with years of R&D [yahoo.com] or their Publisher Network. [yahoo.com]

      The guys who will eat their lunch are the Googles and Apples of the world
      Yes because it's all about Google Search on OSX.

      /sigh I have no problem with your mention of Google, but Apple... Really? Like for realsies? Sorry bro, I'm into computers... Not toys.
      • by sobachatina (635055) on Tuesday June 03 2008, @04:02PM (#23643717)
        I don't necessarily disagree with your point that MS and Yahoo should be taken seriously but this was funny:

        people seem to enjoy using a OS on cheap hardware... Oh and plays the latest games!
        then

        Sorry bro, I'm into computers... Not toys.
        Your arguments for windows are that it is cheap and plays games and then you discredit everything else as toys? I agreed with you all the way up to that final statement.
      • Re: (Score:3, Insightful)

        but Apple... Really? Like for realsies? Sorry bro, I'm into computers... Not toys.

        Perhaps you are - but a great many people are into toys. People aren't buying iPhone's because it's the most useful ultra-portable computer around (it isn't even close) - they're buying it because it's fun.

        Yeah, I'd be watching Apple again, too. Not their desktop computer lines, but they have a lot more going for them than that.

    • by HerculesMO (693085) on Tuesday June 03 2008, @03:52PM (#23643601)
      Apple is innovating?

      They take technology that exists in lots of other places, and put it in a prettier package. OSX is nice, but it's BSD with pretty graphics.

      The iPhone is nice, but it's a cleaned up version of the Nokia E70 (see: http://www.thebestpageintheuniverse.net/c.cgi?u=iphone [thebestpag...iverse.net])

      Apple is known NOT to listen to their customers. They listen to Steve Jobs (and for their benefit, I might add).

      Honestly, Microsoft has been around the block on these types of things before, and while Google and Apple are big threats, I don't consider Microsoft a 'stupid' company by any means -- I feel they will have a period of crap (oh wait, Vista...), reorganize and come back stronger.

      And in the end it's better for us all if they do. Although if MS ever put out an OS that is better than Linux on security, and better than OSX on ease of use and prettiness -- Slashdotters would still decry it. So I guess on this site, it's lose lose for them. But their bank accounts are still rather full.
      • Innovate != Invent (Score:5, Insightful)

        by jamrock (863246) on Tuesday June 03 2008, @05:23PM (#23644761)

        Apple is innovating?

        Of course they are, and they continue to innovate. The iPhone interface isn't an innovation? And are you fucking kidding me about the so-called "Best Page In The Universe"? Anyone who could have such a shitty-looking website doesn't have the least goddamned clue about design, or its importance, especially when it comes to human interface. Microsoft and Dell have also introduced dramatic innovations, and I'm fully aware that that statement is heresy on Slashdot, but give credit where it is due (and I'm saying this as a Mac user). The problem is that the word doesn't mean what most people think it means (apologies to Inigo Montoya). From Dictionary.com:

        innovate : to introduce something new; make changes in anything established.

        People usually mistakenly conflate "innovate" with "invent", and to say that any of these three companies has not innovated would be wrong. Apple's innovations were to bring geeky technology to the masses in a way that made sense and were useful (GUI, CD-ROM drive, USB, Unix); Microsoft of course were the ones who spread computing far, wide, and deep; Dell's innovations were in manufacturing and sales, and they can be fairly credited with commoditizing the personal computer. In my opinion Michael Dell has done more to drive down the cost of computers, thereby bringing heretofore artificially expensive gadgets into the mainstream, than anyone else. Like him or loathe him, his place in computing history is secure.

    • Microsoft's asset is an OS that people are still locked into, but becoming violently sick of.
      That's an interesting concept, but most people don't know what an operating system is. To a majority of the purchasing public, an OS is part of the computer. Both companies (Apple, MS) are aggressively perpetuating this myth; and the consumer will very likely never realize that there's a difference.
      • MS doesn't gain anything they don't already have by acquiring yahoo ...Yahoo is only worth something to NOT MS.

        Which may be exactly why MS is so interested in acquiring Yahoo. They do a lot of the same things. And so does Google. So, instead of MS vs. Yahoo vs. Google, it would be MS Yahoo vs. Google.

        Sometimes the point isn't to expand into new markets, but to gain control of the ones you're already in.

        • by Anonymous Coward on Tuesday June 03 2008, @05:30PM (#23644839)
          A HAHAHAHAHAHA. You honestly believe that after some pending MS collapse that 3 different linux distributions will have the OS top market share? And you got modded Informative...

          The level of self affirmation on this site has hit a new level.
          • by Darkness404 (1287218) on Tuesday June 03 2008, @05:38PM (#23644917)
            Ok, so how else is MS going to get money when businesses are not buying Office 2007 because it is too different, not buying Vista because of reliability issues, and even the ordinary person sees Vista as a slow, unfamiliar piece of crap? What else is going to fill this void? Not Apple for sure after all the "think different" campaigns, the Apple brand has to be higher then the ordinary brand, and MS seems to have killed off all commercial OSes, so where else are people going to get OSes for computers? Linux is free, can look just like Windows/Mac/Atari/Amiga/etc. and is supported by many major businesses. you can't avoid the fact that Vista is a disaster, and Office 2007 is unfamiliar, MS has to innovate or die and it has shown it is not capable of innovating
            • by x_MeRLiN_x (935994) on Tuesday June 03 2008, @06:01PM (#23645147) Homepage
              Office 2007 is actually very successful. [google.co.uk] Don't allow yourself to be manipulated by the Slashdot anti-Microsoft sentiments.

              I also found the assertion of the GP hilarious. Do you interpret this graph [paralleldivergence.com] as showing Microsoft's impending doom? If you do, you need glasses.
                • by RobertM1968 (951074) on Tuesday June 03 2008, @08:35PM (#23646505) Homepage Journal

                  I also found the assertion of the GP hilarious

                  I use Linux at home and I got to agree that he's living in a fantasy land. Linux has less than 1% of the desktop market last I saw. When at least 10% of the desktops sold have Linux on them, Ill start to believe in Microsoft's death. Hell, their nearest competition is Apple at some 7%

                  And at one time, Netscape had a monopoly on web browsers. Sure, it took all sorts of illegal actions on Microsoft's part to obliterate that monopoly, but 8-9 years ago, if you had said that another browser would start to seriously displace Internet Explorer, you'd be laughed out of the room.

                  Now Firefox/Mozilla/Netscape are gaining ground monthly - while still battling the "same old" (actions) from Microsoft. At the current rate, Internet Explorer will soon no longer be the browser holding majority marketshare.

                  What makes you think that Apple (gaining market share almost monthly) or Linux (slowly gaining market share for most of the months over the past 2 years) will not eventually reach the same point?

                  Here's the beauty of it that most people dont think of. For the most part (for the average user) a web browser is a web browser - if it works (and they all do - to at least the extent that the average user needs), then it doesnt matter too much which they use, so why not use the one that their tech/computer saavy friend/some site advertised to them? And in doing so, nothing has to be changed and nothing else needs to be written for it.

                  Now, when it comes to computers, Apple is beating the odds in that there are more things available for Windows... but for how much longer? The more market share Apple or Linux or whatever gets, the more stuff that will be written for it. That means less reasons not to switch (added to all of the many reasons cited on /. every day on why people should).

                  See the difference? Browser share gains are a relatively flat "curve" because of that... but soon, the OS curve will change from somewhat flat gain by non-Windows, to an actual curve (higher number of people switching each month) for whatever OS starts to truly compete with Windows, simply because as the percentage of users grows, the software to run on the OS will increase, fueling an even larger percentage per month to switch.

                  Other things that will help increase that uptake are things like the growing interest in OpenOffice and the growing defection from IE to Firefox or Safari.

                  Dont say it wont happen... it already is.

  • by elrous0 (869638) * on Tuesday June 03 2008, @03:30PM (#23643275)
    Sure it cost his shareholders billions, sure he's going to lose his job and be sued into oblivion for gross mismanagement, sure he will be lucky to make it out of the shareholder's meeting without being tarred and feathered. But the important thing is that he stood up to Bill Gates, stuck out his tongue, and yelled "I DON'T LIKE YOU!"

    And isn't that what it's all about, folks?

    • No (Score:5, Insightful)

      by everphilski (877346) on Tuesday June 03 2008, @03:35PM (#23643341) Journal
      It's about taking your January share price of $19 and doubling it into $40 over the course of a few short months, not to mention your shareholders, and perhaps most importantly vested employees. Sure, Jerry has a lot of cash with or without Microsoft but employees with shares could literally double their investments overnight with this deal. I'm sure theres a good bit of internal angst.

      People used to speak of Microsoft Millionaires, this could have made a few Yahoo Millionaires. Chances are Ichann will get a shot to do what Jerry should have done.
      • People used to speak of Microsoft Millionaires, this could have made a few Yahoo Millionaires. Chances are Ichann will get a shot to do what Jerry should have done.
        Maybe Yang thinks he can do better without someone buying him out. Yang, and other members of the Board, are not obligated 'maximize shareholder value at all costs'.

        In the long run, their goal is to make the company profitable. The more profitable, the more shareholder value is improved. Usually this coincides with maximizing shareholder value, but not always.

        In the end, if the voting shareholders feel Yang isn't doing a good enough job by making choices they don't agree with (like sticking his tongue out at Bill Gates and Microsoft), then they can all vote him off the island, so to speak.

        No, I doubt Icahn will get anywhere. It isn't Icahn's personal call whether or not Yang made the right call, it is the votes of all those holding voting stock.
        • Re:No (Score:5, Insightful)

          by everphilski (877346) on Tuesday June 03 2008, @04:08PM (#23643803) Journal
          Follow the news, it's not that hard.

          It's not just Ichann. It's several managers of several mutual/hedge funds, several of which tend to be quiet and not meddle in the affairs of boards and the like. They just want a steady ROI. But this was just too much. You might just find a significant enough coalition of major shareholders to oust the board.

          And read my other post. Yahoo's stock price climaxed at $41 post-bubble, and has been sliding steadily downhill ever since. He can talk all day, but Yang hasn't shown he can turn the ship around until he's forced to. And at that, since Microsoft's offer is withdrawn, the price is still creeping downward. All talk, no game.
    • by ivan256 (17499) on Tuesday June 03 2008, @03:38PM (#23643381)
      .... He made a long-term decision instead of thinking about short-term profits. He's being sued for looking beyond the next few quarters.

      If you think Yahoo can't turn it around, then yeah. He fucked up big-time. But if you think (as I'm sure he does) that Yahoo can be an innovative company that can step in to fill the gap as Microsoft declines, then he did the right thing. Hardly matters either way though. (Some profit now > Lots of profit over time) in the eyes of wall street.
      • Did he even take the offer to the shareholders? That question is going to feature prominently in this case, I think you will see...

        Basically, yes he may have been doing 'a good thing' by blowing Microsoft off, but did he go about it in the right way? Was the offer rejected unilaterally or were the owners of the company, the shareholders, allowed any say in the matter? From what I can see, no they were not.
      • by everphilski (877346) on Tuesday June 03 2008, @03:45PM (#23643509) Journal
        Look at their 10 year trend here [google.com].

        They peaked at $100 a share before the bubble popped. Fair enough. Steadily rose to $41 back in 2005. Nice. But now look at the trend - steady decline ever since. Clip off 2008 to remove Microsoft's influence and the trend is even more severe. Yahoo's stock price is dying. Jerry can flap his wings and talk till he passes out about raising the value of Yahoo, but he wasn't doing it for the three years up till now, why is it magically going to occcur now? Microsoft was their best shot at creating shareholder value.
      • by Odder (1288958) on Tuesday June 03 2008, @03:46PM (#23643519)

        Yahoo would not have survived to 2009 if all it's employees quit. That's why Yang made sure $2 billion of the purchase price would go to employee severance plans. There's probably been some disruption anyway. Wouldn't you have a resume on the street with all of the FUD and BS being flung? The severance plans gave employees a reason to stick around and be fired by M$, or just keep on working if the deal fell through.

        Painting this to be a personal thing by Yang is nuts. Yahoo and M$ were getting along famously until M$ decided to launch a hostile takeover.

      • by WebCowboy (196209) on Tuesday June 03 2008, @04:34PM (#23644115)

        Yeah. That will have been worth it, when in 2010, Yahoo! shareholders realise their $11.00 per share.
        It all depends on your perspective. Yes, it WILL be worth it for Yahoo EMPLOYEES and USERS. On the other hand, Yahoo SHAREHOLDERS are understandably unhappy. Yahoo shareholders that are angry are upset because they wanted a way to jump ship and make a boatload of money...pure greed. A buyout would hurt Yahoo employss, Yahoo users and the industry as a whole. It would make the AOL/TW and Daimler/Chrysler mergers look like a raging success.

        If it came as a surprise to anyone that Yahoo's founders and high-level managers have an antipathy towards MSFT then they must've been living in a cave, or are total morons. From Yahoo's inception there has been little love for MSFT--if they ever cooperated it was grudgingly, in their own self interest. There is a cultural gap bigger than the Grand Canyon there.

        It doesn't help that there is a giant impedance mismatch when it comes to technology and infrastructure. A Netcraft search is telling: Yahoo is almost universally FreeBSD, and what is left is Linux. Yahoo has ZERO Microsoft in their data centres. MSFT, of course, is almost universally Windows Server.

        Remember what happened to Hotmail when MSFT bought it? They ripped out all the FreeBSD over the first couple of years, subjecting users to regular periodic disruptions. "To hell with users, we eat our own dogfood dammit!". Not only that, I'd say most of the hotmail employees were abandoned too--wandered away or pushed out.

        Hotmail still exists today as a cornerstone to MSFT's "Live" initiative and is probably the biggest webmail provider out there so it wasn't all bad of course, but there is a difference here: MSFT had no webmail service of note before buying Hotmail. In the case of Yahoo, what have they got that MSFT doesn't have? They both have an IM platform and client, a search portal, webmail, advertising services, etc...except NONE of Yahoo's runs on MSFT technology! Within 2 years, the yahoo portal will be gone, the IM client will be gone, the webmail will be gone, everything will be gone. Yahoo is coveted for its customer base and advertising presence. It'll live for awhile as "MS Yahoo! Live" for awhile then it'll be gone. It's employees will be gone. It'll be a footnote in history.

        It doesn't matter all that much to me; I have no great love for either company and think they both offer mediocre service and crappy software. However, if Yahoo's directors and Yang himself care about the company and really believe it would grow, they've made the right decision to resist a buyout by MSFT. You'd have to be a fool to think there'd be anything of substance left of Yahoo after MSFT slayed them and feasted upon the corpse. Some of us would cheer to see that, but I'm betting the founder, directors and loyal employees would understandably NOT want to see that.

        Anyways, who is to say that Yahoo shareholders would be better off with the MSFT shares tossed their way in a buyout? Right now, I'd say NEITHER stock is going anywhere exiting in the next 2 years. By the way, if you just go by the charts, Yahoo did the right thing; in the past year, YHOO has lost just over 9 percent, but MSFT has lost over 10 percent. If you extend where things have been out to 2010, if you think YHOO is heading towards $11, then MSFT will probably be $10.50.

          • by WebCowboy (196209) on Tuesday June 03 2008, @07:18PM (#23645943)

            You realize that these are the people who put up the money for the company...without whom, there would be no company. They're entitled to be greedy. It's their company.
            You realise that the directors are informed people with a vested interest in the further continuance and growth of a company. They are there not only to "maximise shareholder value" but to act as "sober second thought" against potential "mob rule" by shareholders that are either ignorant or greedy. Without THEM there would probably be no Yahoo today either. Without them Yahoo would probably have sold themselves to MSFT years ago and thousands would have been without jobs and we'd all have one less choice on the market.

            Without Jerry Yang, or thousands of Yahoo employees there'd be no Yahoo either. Do you not think they're also "entitled to be greedy" too? I think so. Also keep in mind that Icahn is leading this crusade. Icahn didn't "put up the money for the company" to help start and nurture and grow the company. Icahn set his "corporate raider bastard" target on Yahoo LONG after it came to prominence, and bought up millions of shares with the full intention of flipping them to MSFT.

            Not only is Icahn NOT responsible for Yahoo's existence, it is full intention to END Yahoo's existence. That is his modus operandi: March into a public company using loads of capital and credit, start scheming to out all the directors and replace them with his cronies, start throwing the lawsuits around until he gets his way, then evicerate the company and sell off its guts to the highest bidder.

            I don't have all that much love for Yahoo, but I'd have to say that my distaste for pushy, selfish corporate raiders exceeds whatever beef I've ever had with Yahoo, and even Microsoft.

      • by m0rph3us0 (549631) on Tuesday June 03 2008, @03:52PM (#23643605)
        Jerry Yang's job isn't to do whats good for Yahoo, it's to do whats good for the share holders. Maybe you forget that they are the people who actually own the company. Yang needs to demonstrate how Yahoo will deliver more than double its January value to it's shareholders.

        That's part of the deal for taking public money, if you don't like the deal don't take the money.
  • Cry me a river. (Score:3, Insightful)

    by SpeedBump0619 (324581) on Tuesday June 03 2008, @03:31PM (#23643305)
    If he had a 'well known' antipathy for Microsoft then it was known when he was hired as CEO. Presumably the board of directors considered it a good thing or they would have hired someone else. Investment is risk. If you can't accept that risk don't invest.
  • Public companies (Score:5, Interesting)

    by Romancer (19668) <romancer@dUMLAUT ... .com minus punct> on Tuesday June 03 2008, @03:33PM (#23643311) Journal
    Fair warning: Rant

    Public companies are now being run by the shareholders that take out payday loans, refinance their houses so much they owe money when they sell, cannot build traditional savings since all their income is treated as disposable. Basically the get rich generation with no long term goals other than their next big "fix".

    Why does it surprise anybody that the driving force behind these companies is to sell out no matter what the cost to the business, the employees, or even the customers?
    • Re:Public companies (Score:5, Interesting)

      by Actually, I do RTFA (1058596) on Tuesday June 03 2008, @03:37PM (#23643371)

      Why does it surprise anybody that the driving force behind these companies is to sell out no matter what the cost to the business, the employees, or even the customers?

      And to head off the stream of ignorance about to insist that public companies are legally required to maximize shareholder value, the US Supreme Court has rejected that interpertation. The purpose of a Board of Directors is to protect a company, which it is allowed to view as a collection of relationships between customers, employees, etc. The case that decided this precident was based around rejecting a higher offer to take one that better served the companies culture.

      Your company culture may be "profit maximizing," but don't pretend you can dictate to other companies.

      • Re: (Score:3, Informative)

        by Anonymous Coward
        Actually, what you're referring to is the "business judgment rule," which says that the Board's business judgment will not be challenged in court absent a showing of bad faith or being on both sides of a transaction. The Board is *required* to focus on maximizing wealth for the company's owners, i.e., the shareholders. However, under the "business judgment rule," the Board may be able to justify its decision to refuse a higher tender offer in that it better understands the long-term business implications
        • Re:Public companies (Score:5, Interesting)

          by Actually, I do RTFA (1058596) on Tuesday June 03 2008, @04:45PM (#23644287)

          Actually, what you're referring to is the "business judgment rule,"... The Board is *required* to focus on maximizing wealth for the company's owners, i.e., the shareholders.

          No, I'm not. And no, the board is not. Unocal v. Mesa Petroleum established that, for Deleware companies (like Yahoo!), when faced with an unsolicited bid, the board could take into account not only shareholder value, but also the interests of: creditors, customers, employees, and possibly a larger community.

          When the Board throws a "For Sale" sign up, however, it is obligated to take the highest bid.

          • by Svartalf (2997) on Tuesday June 03 2008, @05:54PM (#23645093) Homepage
            Indeed, this is the case- and that's what most people, even the sharesellers, don't seem to get.

            There's a set of specific obligations that a BoD and the Company Execs have to everything- sometimes it's to the shareholders, sometimes it's to the company. Some of the obligations end up overlapping, sometimes they're at odds and you have to actually consider the company, it's employees, etc. FIRST.
      • by Billly Gates (198444) on Tuesday June 03 2008, @04:28PM (#23644039) Homepage Journal
        Teh surpreme court ruling does not matter.

        The shareholders legally run the company and as such can do whatever they hell they like including firing CEO's who do not sell out for get rich quick schemes.

        You can try to protect the company and what you feel is the best but the shareholders can legally fire you for doing so if they disagree with yoru directions. Actually they fire the board and create a new one who replaces you but still.

        I wish these financial institutions would return to long term growth.
    • by everphilski (877346) on Tuesday June 03 2008, @03:39PM (#23643417) Journal
      The small shareholders, sure. But not the big ones, which comprise the majority of the people who are going to screw over Yang. You think Ichann, or any of the bank managers, mutual fund managers, hedge fund managers, etc. that have holdings in Yahoo are being run by people running to take out payday loans? Doubtful.
      • Re: (Score:3, Insightful)

        You think Ichann, or any of the bank managers, mutual fund managers, hedge fund managers, etc. that have holdings in Yahoo are being run by people running to take out payday loans?
        No, but they may be run by people who issued sub-prime variable mortgages to people they knew or should have known wouldn't be able to pay if interest rates increased a bit and real-estate prices didn't continue to increase.
    • Re:Public companies (Score:5, Informative)

      by Dachannien (617929) on Tuesday June 03 2008, @03:48PM (#23643547)
      Actually, 82% of Yahoo's float is held by institutions and mutual funds [yahoo.com].
    • Welcome to Slashdot to see people who do not have a basic grasp of finance or business to rant about it.

      For one, the majority of shares in most public companies today are held by institutional investors. The next big share holders tend to be PE folks (like Icahn, KKR etc), followed by insurance companies, hedge funds etc.

      Secondly, you cannot have your cake and eat it too. If you went public, you did it for the money - and you can't cry foul when you do something stupid and when people hold you accountable. If you wanted your freedom, you should have stayed private. Sad, but true.

      Now, one of the biggest advantages of going public is that you raise capital - and when investors put in their money, they expect returns. Now, some people like Icahn are just vultures who are looking for an excuse to make a quick buck, but most other investors are not happy, either, with the way Yahoo handled the situation.

      Like or dislike does not enter business. If it makes business and strategic sense, you do it. If it does not, you don't. If you are interested in discussing morals, ethics and "feelings", you should have kept the company private and done whatever the hell you wanted. I haven't seen anything that indicates that a merger between Yahoo and Microsoft will be a bad thing. It may throw in a little more competition; however I can see why Google is worried - they run the risk of being called a monopoly if Yahoo gets bought out. At the end of the day, once you have shareholders, you have a responsibility to them. You may not like it, but you should have thought of it before you went after the greenbacks.
      • by bit01 (644603) on Tuesday June 03 2008, @06:26PM (#23645411)

        If you are interested in discussing morals, ethics and "feelings", you should have kept the company private

        Unmitigated nonsense, and typical of bottom feeders who want to rationalize their unethical behavior.

        Making a company public does not mystically give the company directors or shareholders a free pass to act unethically.

        Ethical and other rules apply to people regardless of whether they are participating in a company or not. Companies are just individuals cooperating to achieve common goals and if those individuals are acting ethically then the company is acting ethically also.

        ---

        Marketing talk is not just cheap, it has negative value. Free speech can be compromised just as much by too much noise as too little signal.

  • Microsoft who acted out of a personal interest to keep Yahoo independent. Something wrong with that? Oh, yeah... public company.

    There's nothing wrong with acting in personal interests if there's a reasonable argument that it coincides with shareholder interests. And in this case, there certainly is.

    Look at Google's value. Which companies are in any position at all to grab any significant share of what they're doing in the market? It's a short list. Yahoo's on it.

    If you were holding onto a significant chunk of one of those companies, would you want to (a) sell it now for a quick but small profit or (b) figure out what changes you need to make in the company to have it better compete with Google and acquire value on that level?

    Some shareholders might choose a. But b is certainly reasonable.

    Frankly, so is the Microsoft antipathy. People like to talk as if the haters are just irrational folks who got up on the anti-MS side of the bed. Nevermind that there's a significant real technical and business history that would make any sane and competent person wary of them.

    The web as a platform is open and expanding. Windows as a platform is stagnating and closed. Which do you want to be invested in for the next 10 years?

            • by petermgreen (876956) <plugwash&p10link,net> on Tuesday June 03 2008, @07:28PM (#23646013) Homepage
              That is true but provided you are sensible windows isn't all that expensive.

              Per thier support lifecycle policy MS says they will offer security updates for at least 7 years after the release of the next version.

              What that means is as long as you buy the latest version OEM (you can use downgrade rights if you don't want to run the new version yet) the PC will almost certainly have been retired before the version of windows it shipped with

              Some companies end up paying a bit more (exactly how much more is hard to tell because details of volume license prices don't seem easy to find online) for windows because they want the extra flexibility volume licensing gives them (yes there are reimage rights but they are relatively restricted) but even then windows will be a pretty small proportion of the TCO of the machine.

  • by swordgeek (112599) on Tuesday June 03 2008, @03:53PM (#23643611) Journal
    I hope everyone realises that Carl Icahn isn't a long-term shareholder upset with how the company is being run. He thought he could run it better when Jerry Yang rebuffed MS, and AS A RESULT, bought a significant number of shares. In other words, he bought into the company for the sole purpose of getting Yang tossed out.

    In the world of billionaires, not always the most friendly of folks, Icahn is about as pleasant as a rabid shark with PMS. If he gets his way, he'll install a new board, sell Yahoo to MS at $40, help gut the company, and then leave with a few more dollars in his pockets. Yahoo staff will be out of work, the search engine market will become a battle of two titans, and basically everyone will lose except for Carl and his board.
  • Messy mergers (Score:5, Insightful)

    People seem to forget what a disaster HP/Compaq was, and what a money sink-hole AOL/TW was.

    Yahoo has been known to do most of their web development on open platforms and languages. Microsoft's web services often come in third place. By purchasing Yahoo, you either allow Yahoo to remain Yahoo and abandon existing Microsoft services (never going to happen), or you force Yahoo's users into Microsoft services they didn't want (wasting what you just spent billions on), or you basically keep the two companies as seperate companies.

    These two companies were not meant to be merged.
      • Re:Messy mergers (Score:5, Interesting)

        I don't think acquiring Compaq has anything to do with current success. The merger cost tons of money, held up HP for a good two years, and led to Carly's demise as CEO.

        HP has done reasonably well since then, but that is akin to saying just because Time Warner has some success now, that doesn't justify the disasterous merged with AOL.
    • Yahoo isn't going away.
      I hope it doesn't. The world always needs an example of what happens when a company refuses to die.

      It's like a fifty year old woman that dresses like a teenager. It's funny, yeah, but... a part of you feels so damn sad for her.