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Starboard Launches Proxy Fight To Remove Entire Yahoo Board (reuters.com) 136

An anonymous reader quotes a report from Reuters: Activist hedge fund Starboard Value LP moved on Thursday to overthrow the entire board of Yahoo Inc, including Chief Executive Marissa Mayer, who has struggled to turn around the company in her nearly four years at the helm. Starboard, which has been pushing for changes at Yahoo since 2014 and owns about 1.7 percent of the company, said it would nominate nine candidates for the board. The proxy fight comes as Yahoo is pressing ahead with an auction of its core Internet business, which includes search, mail and news sites. Yahoo and Starboard could still come to an agreement before the company's annual meeting, expected to be in late June. If they cannot avoid a proxy fight and the Yahoo board election is taken to a shareholder vote, attention will swing to the large mutual and index funds that own the stock and will carry heavy weight in the final tally. Yahoo and Starboard representatives met on March 10 to discuss ways the two sides could avoid a proxy fight, according to people familiar with the matter. But those talks broke down, in part because Starboard was upset by Yahoo's announcement that same day that it appointed two new board directors, these people say.
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Starboard Launches Proxy Fight To Remove Entire Yahoo Board

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  • by Anonymous Coward

    They could probably make a few bucks selling their office chairs.

    • I wonder if Yahoo lets their employees go to the restroom more than Amazon does (if not, those chairs could have some serious shit stains...)
    • Or its $24 billion stake in Alibaba at current market price. The market values Yahoo's core business at just $1B
    • They could probably make a few bucks selling their office chairs.

      "Ha! Jokes on you, suckers. Get one of these Mayer-matic 8000 ergonomic rollers within 12 feet of any computing device and it sets Yahoo as the default search, homepage, mail, maps, calendar, banking app, and 911 call center.

      You, uh, don't want to know what happens when you actually sit down on it... let's just say it puts some of that robust 'Yahoo! branding' on your 'toolbar'..."

  • by FlyHelicopters ( 1540845 ) on Thursday March 24, 2016 @03:42PM (#51771605)

    One of the problems of public companies is this sort of thing...

    Someone who owns less than 2% of the company is drawing massive attention towards something that will keep the leadership from doing what the company needs long term.

    I would not be shocked if Marissa Mayer has had to devote a lot of time and energy to this sort of thing over the past 4 years, and probably has a much greater awareness of how hard the big chair is. Not because running a company is so hard, but because she has to deal with thousands of investors who all want to give their 2 cents.

    This is one of the reasons that Dell went private, it was the only way to plan longer than 3 months in advance. Wall Street is so focused on quarterly numbers, it is really hard to make 5 year plans. If a company doesn't post impressive results quickly, the CEO gets tossed out and someone new brought it.

    • by Austerity Empowers ( 669817 ) on Thursday March 24, 2016 @03:46PM (#51771639)

      I have yet to see an activist investor who has done anything but ruin a company, intentionally, for his personal gain. The only value I see in their activities is that somehow they manage to break a huge goliath with a stranglehold on an industry by accident, leaving the market open for new blood to come in. Of course when that happens it's because of carelessness on the investors part, normally in that case they just inflate prices beyond all reason.

      TL;DR: Maybe they will die in a fire.

      • by Anonymous Coward

        Doubt it could get any worse. Mayer is the CEO that effectively fired any telecommuting Yahoo employee.

        • Re: (Score:1, Funny)

          by Anonymous Coward

          Sexism! Microaggression! How dare you criticize a woman in tech. You fucking mysognists are the problem not Marissa Mayer.

    • Ditto. Why does Jeffrey Smith become CEO of Yahoo and see how easy it is to run the company. I'm thinking he's feeling buyers remorse and is trying to get his money back. Activist investors need to be stopped.
      • by Quzak ( 1047922 )
        Stopped? Why? This is bloody entertainment!
      • Ditto. Why does Jeffrey Smith become CEO of Yahoo and see how easy it is to run the company. I'm thinking he's feeling buyers remorse and is trying to get his money back. Activist investors need to be stopped.

        While generally I'd agree (Icahn), I think this time around it's more necessary as Yahoo! is almost actively destroying their own value - selling off core businesses after remaking them to look like Google.

    • I was wondering how someone with that small of a block could force this, but I guess it depends on the way the company charter and other stuff is written.

      I guess if it says "a block of 1% shall be sufficient" or something like that, sure.

      But otherwise you'd think the board could say "over-ruled".

      • by ShanghaiBill ( 739463 ) on Thursday March 24, 2016 @04:08PM (#51771843)

        I was wondering how someone with that small of a block could force this

        They can't "force" it. They have to get another 48% of the shareholders to agree with them. They might be able to. Yahoo has been adrift and rudderless for years. The company is worth less than their assets. I live in San Jose, and several of my neighbors work for Yahoo. They are not demoralized about the direction of the company, they are demoralized because the company has no direction. I can't think of a single new Yahoo service, or a single existing service that has improved in the last decade.

        • by PCM2 ( 4486 )

          Adrift and rudderless for years before Marisa Mayer came along, it seems. Remember when Mayer had to abolish Yahoo's work-from-home policy because so many of its employees just couldn't even bother to show up?

          • Remember when Mayer had to abolish Yahoo's work-from-home policy because so many of its employees just couldn't even bother to show up?

            Mayer had to abolish a company policy because the employees were actually following it?

        • by sims 2 ( 994794 )

          yahoo mail has free imap access now that's a plus.

        • I can't think of a single new Yahoo service, or a single existing service that has improved in the last decade.

          Oh, come now, the number of ad shitware my ad blocker needs to block on Yahoo mail is at an all time high. :-P

          And I only use Yahoo mail because my ISP partnered with them and off-loaded my email to them, and mostly to receive email from the ISP.

          Other than that, Yahoo is surviving on sheer inertia of people too lazy to switch away.

        • just not as much. And they're only worth less than their assets because of Alibaba, which unexpectedly exploded. And there's the rub. Take any company that's got assets worth a lot and somewhere out there is someone looking to gut the company and siphon off those assets for themselves. I looked up an old store called Yellow Front that I used to love when I was a kid and found they had that happen to them too. Profitable company that owned a lot of land so someone bought 'em, sold the land and shut down the
    • by OzPeter ( 195038 ) on Thursday March 24, 2016 @03:59PM (#51771747)

      Someone who owns less than 2% of the company is drawing massive attention towards something that will keep the leadership from doing what the company needs long term.

      And they are doing it by going around to people who control larger blocks and convincing them that something needs to be done.

      Obviously the arguments they are using are resonating with the people who own the larger blocks.

      • And they are doing it by going around to people who control larger blocks and convincing them that something needs to be done.

        I didn't read that, but perhaps I overlooked it somewhere in the article.

        In any case, why would the person owning 1.7% doing the visible fighting, shouldn't the people who own larger blocks do that?

        Finally, it is one thing to say "we don't like you" or "we don't think you're the right person for the job", but then the question is, "who would be right for it?"

        I'm not at all convinced that anyone could do it, why you would invest in Yahoo is beyond me, so perhaps I'm the wrong person to ask. :)

        • by OzPeter ( 195038 )

          I didn't read that, but perhaps I overlooked it somewhere in the article.

          To be fair I heard it on NPR this morning. Don't know if its in TFA.

          In any case, why would the person owning 1.7% doing the visible fighting, shouldn't the people who own larger blocks do that?

          Why does it matter who takes the lead?

        • by lgw ( 121541 ) on Thursday March 24, 2016 @04:20PM (#51771949) Journal

          This is how major changes happen at big corporations. The fundamental principle that the board must represent the shareholders, and the CEO must keep the board happy, isn't some myth. "Activist shareholders" can only make noise, by themselves, but if they're making compelling arguments then they can win. They'll need the votes of the majority of shares, though.

          I've worked at 3 companies in my career (thus far) that fired the CEO in an act of shareholder revolt - in 2 cases the board acted on their own initiative, and in 1 case it was shareholder activists (with majority backing) forcing the company to change the way it did business.

          It's not usually a question of "the right person" but of "entirely the wrong focus for the business" (at least in the opinion of one side).

          • by rahvin112 ( 446269 ) on Thursday March 24, 2016 @06:07PM (#51772697)

            The problem that's gripping the American public business climate is that the board of directors are often token shareholders if that. These days usually more than half the board of directors are CEO friends of the current CEO. This is why executive salaries are sky rocketing. There is no owner chokehold on the management of the companies anymore as the board of directors votes to raise one CEO's pay and he returns the favor by voting for the same thing on all the board's of directors he sits on.

            Shareholders have abrogated their responsibility and are allowing these sham boards and leaders to run companies into the ground to enrich themselves. Most of this is because the majority of shareholders these days are mutual funds and retirement groups (called institutional investors) that take no responsibility for the massive stock holdings they have. It allows these companies to sail along rudderless diverting shareholder resources into the pockets of the executive management.

            But these activist investors are NOT the solution. They are sharks that are out to gut the company and sell the assets to make a couple bucks short term profit. The only real answer to this problem is for the investors, in particular the institutional investors (including the mutual funds that hold almost all stock) to hire or appoint board members that actually look after stockholders interests including long term growth and profit. Until that happens the US will continue to decline.

            • The only real answer to this problem is for the investors, in particular the institutional investors (including the mutual funds that hold almost all stock) to hire or appoint board members that actually look after stockholders interests including long term growth and profit.

              The problem with that is that in a high liquid market - such as the stock market - long term growth and profit are almost completely irrelevant, because shareholders can easily get rid of their shares after pocketing short-term windfal

        • by tlhIngan ( 30335 )

          In any case, why would the person owning 1.7% doing the visible fighting, shouldn't the people who own larger blocks do that?

          Finally, it is one thing to say "we don't like you" or "we don't think you're the right person for the job", but then the question is, "who would be right for it?"

          I'm not at all convinced that anyone could do it, why you would invest in Yahoo is beyond me, so perhaps I'm the wrong person to ask. :)

          You don't have to have 1.7%. You can own one share and declare you want the board change

    • Comment removed based on user account deletion
      • And what else are they supposed to do if they do not want to see Yahoo destroyed by bad leadership?

        Sell their stock and go invest in something else?

        Meyer wants to sell off ALL the assets that are actually worth anything and could be used to help revitalize the company and replace them with....not a fucking thing actually.

        Sometimes the best thing you can do is sell everything off and return the money to shareholders. I don't think the company could be revitalized no matter who was running it. I don't see any young people using Yahoo, it is mostly people my age and older.

        At this point an investor revolt is pretty much the last option available as its obvious to anybody with eyes that she simply has no idea what to do with the company, no direction, and the longer she stays at the helm the worse its gonna get.

        Are you sure she has no idea what she's doing? She gets $158 million if the core business gets sold. She might be smarter than you think. :)

      • by rtb61 ( 674572 )

        Well the M&M does want to replace those sold of assets with something, a huge mega bonus for herself as a result of pumped up profits for those quarters that incorporate those sales. You sell something, you make money, even though what you sold will no longer make you money, but this quarters profits are huge and so are your bonuses. Yeah pretty much a scam, organised by champions of the Peter Principle, https://en.wikipedia.org/wiki/... [wikipedia.org], perhaps we can now call it M&M principle https://www.youtube [youtube.com]

    • but because she has to deal with thousands of investors who all want to give their 2 cents.

      But that IS the job of the CEO; to delegate the working of the company and to keep the heat off of those people from higher ups (the board/the investors) so that they can do their job in peace.

      It's the same all the way down to the lowest level manager. If you don't want to deal with it, remain a private company.

      • But that IS the job of the CEO; to delegate the working of the company and to keep the heat off of those people from higher ups (the board/the investors) so that they can do their job in peace.

        No, it really isn't...

        That is part of Tim Cook's problem, he lacks Steve Jobs's vision...

        Steve Jobs famously told investors "shut up and enjoy the ride, or sell your stock and go away".

        Tim Cook is more of an operations person than a vision person. The CEO needs to be vision. This is the same problem Steve Balmer had trying to replace Bill Gates. Another operations person.

        Now perhaps Marissa Mayer isn't cut out to be CEO, not everyone is. That's fine. But without a real vision and the ability to articul

    • > Wall Street is so focused on quarterly numbers, it is really hard to make 5 year plans.

      Wall Street is particularly focused on whether or not those quarterly numbers match forecasts or not. Losing money every quarter, like Amazon did for years, along with many other companies, is fine IF you're hitting the numbers in your five-year plan, and that plan has a path to profitability eventually.

      What doesn't inspire investor confidence is when you lay out a plan that includes increasing revenue by 5% and decr

      • Losing money every quarter, like Amazon did for years, along with many other companies, is fine IF you're hitting the numbers in your five-year plan, and that plan has a path to profitability eventually.

        You make an interesting point, but also point out how little discipline most investors really have.

        Amazon was supposed to long ago be profitable, they have moved the goal posts so many times, I'd really have to do some research to find the original plan.

        Amazon STILL doesn't make any money, long after that date, but for some reason, investors love it.

        I love Amazon as a customer, but as a business, they are a mess. All the bad stuff of a huge retailer without the good stuff, and very little barrier to entry

        • Amazon is SO well known, and was so "hot" for a while that people made irrational investments in Amazon. That probably also included quite large proportion of people who either had never picked stocks before or don't understand and use the fundamental numbers. As such, it was a bit of a bad example for my point.

          That said, I understand they've now had two or three consecutive days profitable quarters, and the price dropped 13% on the day they announced that they had failed to meet projections - that things

          • :) In fairness, I did pick on that part, but I will admit that you are not being unreasonable in your original post re: Yahoo.

            I would agree that she hasn't done much for Yahoo, or so it appears. I just don't know that anyone could have.

            Will she survive? Meh, thankfully not my problem and she is wealthy enough that she won't be going hungry over it. :)

    • by kuzb ( 724081 )

      Mayer has proven one thing singularly - she's not fit to run the company. She's made a series of horrible choices and it has cost the company dearly.

  • by bigpat ( 158134 ) on Thursday March 24, 2016 @03:51PM (#51771683)

    The only thing a proxy fight can do is devalue the company even more. Just as the stupid fight to oust Marissa Meyer has devalued the company. Yahoo lost as a Big Internet company when it outsourced search to Google and focused on content. Content is hard, expensive, competitive and very hit or miss. By the time you know whether or not you have a winning combination you may have already moved on to try something else. And as far as I can tell Yahoo has just a few brand/content offerings that are very popular with everything else just kind puttering along. The Internet needs some more non-Facebook-Google-Twitter Internet companies to remain vital and it is too bad Yahoo has been on the long slide down.

    • by Anonymous Coward

      I can't help but wonder how much of this is a fight over who gets to loot the Ali-Baba shares.

    • by slew ( 2918 ) on Thursday March 24, 2016 @05:30PM (#51772449)

      Yahoo lost as a Big Internet company when it outsourced search to Microsoft/Bing and focused on content.

      FTFY...

      • by bigpat ( 158134 )

        Yahoo lost as a Big Internet company when it outsourced search to Microsoft/Bing and focused on content.

        FTFY...

        Bing/Microsoft was 2009. Outsourcing to Google came first and then again later. When they bought their long time search engine provider Inktomi in 2003 they should have focused on providing search in-house, but instead they used Google search results, then went back to their own and then Microsoft/Bing and then Google. Instead of competing with Google when they lost market share they just went in a different direction. Seems they were critically late by about 3 or 4 years late in their strategic decisio

  • by FlyHelicopters ( 1540845 ) on Thursday March 24, 2016 @03:56PM (#51771717)

    Frankly, Marissa Mayer faced a nearly impossible job, turn around Yahoo!, a company that by 2012 was largely pointless in the Internet space and had failed to move into new spaces and allowed new companies to run right over it.

    Ten years before, in 2002, it was a household name, however it largely has lost that due to not keeping up with the times.

    It might well not have mattered who became CEO in 2012, the company was probably already past the point of no return. My mother uses Yahoo, as does my older brother. Our friends who have teenagers? They likely don't even know what Yahoo is.

    • by Notorious G ( 4223193 ) on Thursday March 24, 2016 @04:04PM (#51771797)
      The turnaround was difficult but Mayer has botched it pretty badly. Questionable hires for millions - that quickly left the company after nothing accomplished, media investments that make little sense - Couric? Really?, and acquisitions that have proven time and again to be bad investments. With Mayer at the helm, Yahoo's value declined to the point that it was actually negative but for the AliBaba stock. Spin off that stock, and Yahoo is worthless, literally. She's been a train wreck.
      • by ADRA ( 37398 )

        Meh, I literally ignored Yahoo for the 10 years before Mayer. Afterwards, there were certainly a few things that that made me clue into Yahoo again, at least for a while then faded away again. I can't say how much of Yahoo's finale is Meyer's personal fault, but any layman from the outside saw that boat sinking regardless.

    • Yahoo mail is still I think, pretty good. I still prefer Flickr for photo sharing and think they have done some good things there.

      I think there are more people using Yahoo than many imagine ; as you say I can't see how they could have done any better with the position they were in. If Microsoft could not move the needle of Bing over Google, even owning the OS most people still use - well then what chance to Yahoo have?? None.

      Yahoo still has a decent name and some good properties, it could be that now is

  • She idolizes Mayer and worships the ground she walks on. Without copying Mayer's every stupid move, Meg will be completely lost on what to do with Hewlett-Packard Enterprise.

  • by smooth wombat ( 796938 ) on Thursday March 24, 2016 @04:06PM (#51771815) Journal

    If Starboard has taken over they should fire every web developer and person involved with the crapfest they call a web site. Since they changed to the horrid design I, and many others I know, haven't gone back.

    It had to have been "redesigned" by a web developer because no one with any sort of common sense or scintilla of design comprehension would have thought it looks good or is usable.

    The next up to be fired are the idiots who force people to give up their phone number to make an account. It doesn't do anything for security or prevent spammers from generating accounts. All it does is annoy people.

    This is probably one of the few times a hedge fund taking over a company may actually produce something useful.

    • The next up to be fired are the idiots who force people to give up their phone number to make an account. It doesn't do anything for security or prevent spammers from generating accounts. All it does is annoy people.

      Really? I personally have no issues with that.

      Yahoo and Google can both have my number, to make an account with an e-mail address, that strikes me as quite reasonable.

      But I'm 40, so perhaps I'm the wrong person to ask. I grew up with only landlines. :) I wonder what 20 year old's think about it.

      • I'm older than you and it annoyed me when Yahoo started suggesting I give them my phone number. When I later went to add a second account (since you can't add multiple emails under an umbrella account), they require you to give out a phone number. As if a spammer or other type wouldn't be able to fool the system.

        They have enough ads on their site (okay, I don't most any of them) they don't need my phone number to give away so advertisers can annoy me. Nor do I worry about forgetting what my account or pa

        • Part of the reason to have a phone number is for security.

          If you log into my GMail account from a computer that is "new", it texts a 6 digit code to my phone to enter.

          I like that aspect of security.

    • If Starboard has taken over they should fire every web developer and person involved with the crapfest they call a web site. Since they changed to the horrid design I, and many others I know, haven't gone back.

      The problem here is that most web sites have done the same thing. They're all horrid these days!

    • I didn't even go to yahoo.com after this story. I Googled yahoo and read about yahoo on Wikipedia. :) Yahoo's relevance isn't just about web design anymore.

  • http://www.wsj.com/articles/ce... [wsj.com]

    There needs to be new rules regarding boards of directors. For one thing, serving on multiple boards needs to stop. These people tend to be captive to CEOs anyway, and get their positions for that reason. That's how we got to a situation where the top-paid CEOs are not the top performing CEOs. Make a law that you can only serve on one board at a time.

    • by lgw ( 121541 )

      There are in fact laws about this [wikipedia.org]: you can't generally serve on the board of companies in the same market.

      The CEO reports to the board, and is chosen by the board, not the other way around. Sometimes the founder of the company (or someone who it's thought has or will rescue a failing company) will be both chairman and CEO, and that changes the dynamic, but that's not normal.

      Sine when are the top paid people in any profession the best performers, BTW? More correlation with CEOs than with musicians or actor

    • Though I think there is a role for government law making with regard to boards of directors, the easiest and best solution is for the institutional investors (mutual funds and retirement accounts) that hold up to 80% of the shares to stand up and take responsibility and appoint or hire directors who will look after the long term interests of the company.

      • Though I think there is a role for government law making with regard to boards of directors, the easiest and best solution is for the institutional investors (mutual funds and retirement accounts) that hold up to 80% of the shares to stand up and take responsibility and appoint or hire directors who will look after the long term interests of the company.

        The institutional investors are not interested in the long term interest of the company. They're interested in the long term interests of themselves and th

  • by Sowelu ( 713889 ) on Thursday March 24, 2016 @04:08PM (#51771847)

    Anyone willing to give a tl;dr explanation for those of us who don't want to get lost on Wikipedia for the next couple hours?

    • by ADRA ( 37398 ) on Thursday March 24, 2016 @04:24PM (#51771975)

      Shareholders don't get involved in day to day running of the business. They give that responsibility to the board of directors through elections, etc.. The Board of directors generally don't get involved in day to day business. They give that responsibility to the CEO, senior leadership.

      If you're a 'radical investor', you may disagree with the direction the board of directors has taken with the company. Generally the only successful actions are to challenge the board on their ability to generate business success and increase the value of their stocks (as is their fiduciary responsibility).

      At the end of the day, the more voting shares in a company decides who gets elected to the board of directors, and this investor is saying: "Hey everyone, these guys don't know what they're doing and we want to elect a new set of people to better represent our interests".

      If you want to know the word 'proxy' in this, its because most shareholders don't take an active role in the company at all. They 'proxy' their vote to someone that knows the company well enough to work for their best financial interests. If you're fighting over proxies, you're essentially calling up investment company's / banks / mutual funds / pension plans / etc.. and assign their current proxies to themselves (or their agenda interested friends).

      TLDR :: Investor (you) -> Investment company -> Proxy representative -> Board of Directors -> CEO/CFO...

      This is possibly over-simplified, but I hope it gets the jist of it. I'm not an expert in the area either, so a more informed insider could better describe it.

      • Shareholders don't get involved in day to day running of the business. They give that responsibility to the board of directors through elections, etc.. The Board of directors generally don't get involved in day to day business. They give that responsibility to the CEO, senior leadership.

        30 Years ago that was true. These days the CEO hires the board by finding friends who are CEO's of other companies to sit on the board. The CEO then sits on their board of directors and they give each other raises. It's a gr

    • This is the way it works for many companies:

      In theory every shareholder gets a vote. One vote per share. Now here's the trick. In order to vote you have to come to a shareholder meeting, which is often deliberately scheduled on a Wednesday somewhere that's expensive to get to or stay at. This is done deliberately to make it a pain for those people who only own a few shares to vote for things.

      Now what shareholders can do is let someone vote for them. That person is their "proxy" or representative. Almo

    • by bigpat ( 158134 )

      Anyone willing to give a tl;dr explanation for those of us who don't want to get lost on Wikipedia for the next couple hours?

      A day late, but: A proxy fight is when the owners of 50.1% of the voting shares get together and try to install new management starting with the board of directors. This happens at the annual meeting when the board is usually just rubber stamped by shareholders.

  • Wait wait (Score:4, Funny)

    by JustAnotherOldGuy ( 4145623 ) on Thursday March 24, 2016 @04:12PM (#51771871) Journal

    Wait wait....Yahoo has a board of directors? I'll need more proof than just this bland assertion.

  • Yahoo seems like it's in the same category as AOL: Irrelevant. Does Yahoo even offer anything of value anymore? Or does it hang on in the same way that AOL hangs on: An aging userbase that doesn't know about anything else and/or just isn't willing to change until forced to do so? Maybe it's better off being broken up into bite-size pieces and sold off, maybe the new owners of said component pieces will do something relevant and useful with them.
    • by zlives ( 2009072 )

      for a second there i thought you were talking about facejob

    • Yahoo.com is the number 1 web portal in the USA. Alexa ranks yahoo.com as number 5, and MSN.com as number 25. web portals have high fixed costs, and low incremental costs, so Yahoo is worth something. Revenue of $4 billion, profit of $100 million, and employing 10,000 people is a decent company. Yahoo is not a tech giant, and should not pretend to be. I think Yahoo should have done even less tech stuff, just like Yahoo Japan.

  • worst coming to worst.
    • Dunno. My guess is that you can set up a mail client of some sort with IMAP pointing at the yahoo servers, and just download the whole thing.

      I use my yahoo account when stupid websites want me to "register" when I don't want them to have my real email. If Yahoo went away tomorrow, I would barely notice. But for my personal use, I have my own domain, and I recently added spam@foo.com to my domain so that I have a fallback if yahoo goes away.

  • What about Mayer's golden parachute? Surely they can invalidate it so she doesn't walk away a lottery winner after all these years YHOO hasn't turned around.

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