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Yahoo getting it from all sides

For all of us who've found ourselves consumed by the endless machinations of Deal Days at Yahoo, the shrill rhetoric and high dudgeon of spurned suitors have commonplace.

First it was Microsoft CEO Steve Ballmer: "It is unfortunate that by choosing not to enter into substantive negotiations with us, you have failed to give due consideration to a transaction that has tremendous benefits for Yahoo's shareholders and employees." -- Sat., April 5, handing Yahoo's board a three-week ultimatum to come to the negotiating table in good faith before took his case directly to the shareholders in the form of a proxy battle.

That didn't happen. Instead, Yahoo ran an ad trial with Google, a move that soured Microsoft on the acquisition. But Ballmer, blowhard that he can be, was at least (publicly) civil.

Of course, Microsoft's proxy posturing didn't come off. It withdrew its bid and speculation turned to what Yahoo might then do to restore investors' shaken faith in the Internet stalwart. Enter Carl Icahn, picking up the proxy mantle with gusto.

Taking Yahoo Chairman Roy Bostock to task for his compensation, Icahn wrote in, "I believe most of your shareholders would be interested in seeing your time sheets -- especially in light of the fact that, in my estimation, most of your so-called 'plans' over the last few years have been failures."

Then, sharply: "Why did you permit Google to leave you in the dust?"

Well, those shots came from the folks who have been playing a pretty high stakes game of poker over the thing. Of course, the glut of coverage since Deal Days began Feb. 1 has produced no shortage of opinions from journalists, bloggers and pundits who have taken it upon themselves to give Yahoo unsolicited counsel on how to respond to the unsolicited proposal.

Most of this is par for the course, read and forgotten with equal haste. But my god, what columnist Joe Nocera [wrote](http://www.nytimes.com/2008/06/14/business/14nocera.html?_r=1&sq=jerry&st=cse&adxnnl=1&oref=slogin&scp=1&adxnnlx=1213625153-JTkUfi5wQbV5PVovwCcdtw) in Saturday's *New York Times*! Written as a memo to Yahoo CEO Jerry Yang, "Oh Jerry, It's Not Your Baby Anymore" offers a withering criticism of an executive who Nocera argues is so blinded by sentimental attachments to the company he co-founded that he has ignored the best interests of the shareholders throughout this process. The last three paragraphs:

> "Jerry, you're a billionaire because people all over the world bought your stock, and trusted you to do right by them. That's the compact you make when you take a company public: you get to be really rich, but in return, you have an obligation to do everything you can to ensure that shareholders get a healthy return on their investment. It doesn't matter that you would like Yahoo to remain independent, or that you can't stand Microsoft. Your feelings aren't supposed to get in the way of your fiduciary duty.
>
> "A takeover by Microsoft was your last, best hope of rewarding your long-suffering shareholders. Now that opportunity is gone. It says here Mr. Icahn is not going to go as gently into the night as Mr. Ballmer did -- and if I were a betting man, I would be taking odds that your days as Yahoo's CEO are numbered.
>
> "It'll be better for everyone to have someone in that role who understands who he's supposed to be working for. Wouldn't you agree?"

No he would not agree, but many others will. The thoughts expressed in the *Times* will no doubt resonate with many of Yahoo's shareholders who might still be on the fence about which way to go come proxy time (Aug. 1). Icahn has already made it clear that were his board to take over, the first order of business would be to find a capable CEO and bump Yang back to his role as "chief Yahoo." Assuming Nocera isn't just talking from a vacuum, Icahn might not need control of the company for that to come to pass.

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