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Friday, May 16, 2008
 Investor to Lead Fight Against Yahoo Board
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Message Text: Billionaire investor Carl Icahn reportedly has decided to lead a mutiny against Yahoo's board in an attempt to pressure the directors into reviving negotiations to sell Yahoo to Microsoft.

To turn up the heat on Yahoo's board, Icahn has lined up a slate of 10 directors to nominate as replacements, The Wall Street Journal reported on its Web site Wednesday, citing an unnamed person close to the matter.

Icahn's intentions should become clear soon since Yahoo has set a Thursday deadline for submitting candidates to oppose its board at the company's July 3 annual meeting.

Yahoo's board is on the hot seat for rejecting Microsoft's initial bid of $44.6 billion, or $31 per share, and taking measures that finally drove away the software maker.

Microsoft Chief Executive Steve Ballmer orally offered to raise the offer to $47.5 billion, or $33 per share, earlier this month. He withdrew the bid May 3 after Yahoo CEO Jerry Yang, acting on behalf of the board, held out for $37 per share - a price that Yahoo's stock hasn't reached in more than two years.

The Yahoo board's demands for $37 per share infuriated many of the company's shareholders, who are skeptical about Yang's pledge to dramatically accelerate the Internet icon's revenue growth during the next two years after being stuck in financial funk since 2005.

Hoping to capitalize on the discontent, Icahn reportedly has spent more than $1 billion to acquire about 50 million Yahoo shares - a stake of about 3.6 percent.

Now Icahn appears ready to spend millions of dollars waging a campaign to oust the Yahoo directors, including Yang, who started the company 14 years ago.

The Journal reported Icahn's list of alternate directors includes at least one former CEO, Frank Biondi, who used to run Viacom Inc. Biondi has worked with Icahn in previous battles - known as proxy contests - to unseat corporate boards.

It's usually difficult for a dissident shareholder to prevail in proxy contests.

The list of troubled companies that Icahn has recently pressured into shake-ups includes Blockbuster and Motorola.

Many analysts still believe Microsoft eventually will come back to the negotiating table because a Yahoo takeover represents the software maker's best chance of achieving its goal to challenge Google's dominance of the Internet search and advertising market.

If Yang and the rest of the Yahoo board decide to resist Icahn's renewed talks with Microsoft, the company could try to win over shareholders by turning over some of its prime advertising space to Google. That could appease shareholders because Google's technology proved to be far more profitable than Yahoo's ad system in a two-week trial completed last week.

Yahoo's flirtation with Google is one of the main reasons that Microsoft abandoned its bid, according to Ballmer.

But an alliance between Yahoo and Google would face antitrust obstacles because the two companies control more than 80 percent of the U.S. search advertising market.
 
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