Judge Unseals Yahoo-Microsoft Lawsuit, Scandalous Details Emerge

What the stock market seems to be saying is that MSFT has lost its opportunity to make a deal. Its stock is at ~$27.5. At this point if they announce any kind of deal to acquire yahoo, regardless of the price and value guarantees, MSFT stock could very well go to ~$25. I doubt if Gates would approve such a deal. Yahoo is also at about ~$26. Look for YHOO to announce a deal with GOOG soon to support its stock and pacify the activist shareholders.

Last time I mentioned this - the delta between GOOG and MSFT was about $90B. Today its about $77B. Look for this to fall fast with the next 6-8 months.

I would say the opposite Rav. Whenever it seems that a deal is close coming the MSFT share price has fallen.

I posted this in another thread but it seems more appropriate here. (BTW it seems the statement about Jerry not wanting to sell at any price has been confirmed by the documents released by the judge).

gomad said:Jun. 01, 3:30 PMI think MSFT and Yahoo are feeling each other out during these recent talks. Ballmer is probably seeing if Yang is really open to a deal at the right price (I think he does not want to sell his baby at any price).

Now that Icahn is doing the dirty work, MSFT has time to play nice with Yahoo while the proxy fight/shareholder pressure is a constant hot poker for Yahoo's board. If it is true that Yahoo's large shareholders are involved in the talks and don't have to rely on the board to fill them in, if MSFT really wants Yahoo expect them to make an official, private (only to Yahoo's board and large shareholders) bid at $34-35 shortly before the shareholder meeting. The Yahoo board would have no time to delay further and face the choice of accepting the bid or being ousted.

MSFT has the month of June to guide Yahoo towards a friendly acquistion.

Yahoo's board has a month to decide if they will continue to be "Yahoo's board" or not.

So let me get this straight...offers of $40, 33, and 31 have been rejected by mgmt...is it any wonder that Carl Ichan and the shareholders think that an adult is needed in these negoitations? Let's hope they get it right this time with a deal at $33-34. Time is running out.

Wow - this IS juicy. Especially interesting is the discussion of Yahoo's board (each of which is a defendant). If accurate, it explains why YHOO was unwilling to accept why what was a perfectly acceptable offer. Check out section 27:

27. In the last several years, the non-employee Yahoo directors have received a significant amount of Yahoo stock options. Over 80 percent of the value of the Individual Defendants' compensation in fiscal 2006 and over 70 percent in fiscal 2007 were in the form of options. Each non-employee director received 50,000 Yahoo options with an exercise price of $36.75 in May 2005 and 15,000 options with an exercise price of $32.92 in May 2006 and 15,000 options with an exercise price of $27.05 in June 2007.

If Yahoo had accepted Microsoft's $33 per-share offer, the 2005 and 2006 option grants would be worthless, and the 2007 grant would be worth about $90,000 per director. (This is chump change for these guys).

Similarly, the 100,000 options with a $32.94 exercise price defendant Joshi received when he joined the Board in July 2005 would be worthless. As a result of their compensation from Yahoo, their affiliation with institutions and ties to Yahoo and/or Defendant Yang, and other factors, the non-employee directors are not independant and disinterested.

rav , how do you fig. the delta numbers? thx

@Oli Burgess - If you heard bill gates at the allthingd, he sounded like a very risk-averse guy. If you look at MSFT history they do well only in the risk-free returns kind of situations (like monopoly situations, where the risk of failure is extremely low). They have never made a huge acquisition bet (relative to their market cap) unlike say oracle or cisco, which are acquisition driven companies. If you really believe that deal with MSFT is close, can you propose the stock price that MSFT would offer and the cash/stock split? When you do this, also think about the reaction of MSFT stock to the news and the probability of YHOO accepting that deal. With the current stock prices and the recent public statement from MSFT and YHOO, the deal seems even more unlikely, because MSFT stock won't be able to support anything close to what YHOO is looking for, but who knows....

@Steve Baldwin - I'm surprised at your surprise. If you look at the YHOO chart in the time period 2005 to early 2006, it was always over $30. So anyone who got options during that period won't make anything with the proposed MSFT offer. Most folks at YHOO including the employees must be hoping for a deal in $35-40 to really make anything significant. If the merger doesn't do this for them, they have a better shot staying independent and hoping for better days. Of course the stock holders who bought recently for quick gains, would see this in a different light. I doubt if the longer term holders like Bill Miller would be happy if the deal gets done ~$30, with no significant cash component, because YHOO has been mostly trading in the $30-40 range during the last few years, before it dropped in the $20-30 range.

@jay

My theory is that GOOG and MSFT will approach each other in market cap within 6-8 months. So watch this equation (9.31*MSFT-0.313*GOOG) B$.

**I am expressing my personal opinion about publicly available information released today**

Henry,

Thanks for doing the background work and saving me the time of recommending this as a topic. It's something I've been waiting for in hopes of being able to determine for myself whether this severance plan ran contrary to the observance of fiduciary responsibilities by Yang and the Yahoo board. It still doesn't tell us about the specific terms that would govern the payment of severance benefits to employees, but it's far more information than we knew before.

I'd already read the entire thing before writing this comment and, at first blush, while reading it completely (takes the better part of an hour to read it carefully) I first felt like it would be my first observance of Yang, Decker, Bostock and the Yahoo board losing credibility with me.

It may still be, but I'm not sooo suurrreee, not just yet anyway.
--
Was it an example of the failure to deliver reasonable fiduciary responsibility to Yahoo's shareholders?

It's going to depend on what are ultimately determined to have been the objectives of the change of control severance package, and I think also, importantly, whether the plan could have been r-e-s-c-i-n-d-e-d by Yahoo's board. The plaintiffs make the case that it couldn't be rescinded, but I'm not convinced by that assertion. Let's hear from Yahoo on the matter... they may have an entirely different perspective to share, about their intentions or about the law as it governs this type of plan.

The plaintiffs' contention in the filing that the plan could not be rescinded until 30 days after a change of control were effected still doesn't prove to me that the plan could not have been rescinded under more friendly deal terms with MSFT. If it couldn't be rescinded, under any circumstances, it was a doomsday device.

Thus, the question becomes: Was the plan only an obstructive stop-gap put into place purely (effectively and agressively as I see it written) to thwart shareholders from e-v-e-r obtaining any value under any reasonable transmission of assured values in a MSFT merger?... that is - not EVEN upon the Yahoo board's reasonable determination that MSFT had finally addressed significantly difficult other terms, independent of price alone, effectively and to the board's satisfaction?... Would it have still not been rescinded?

If it was constructed for that purpose, it'll be hard to come to a conclusion that the plan was not merely o-b-s-t-r-u-c-t-i-v-e and a violation of reasonable fiduciary responsibility.

However, if it could be rescinded by Yahoo's board upon a delivery by MSFT of an offer - clearly defined, clearly collared for value and with the approriate discussion of regulatory issues - that the board considered fairly valued Yahoo and conveyed assured value in a deal, then it pretty much goes out the window as any proof of a failure of providing fiduciary responsibility.

The attachments that seem to indicate the plan was an efficient booby trap only do that very thing... prove it was effectively employed for the purpose of preventing MSFT from making an hostile action and depriving Yahoo shareholders (in Yang and the board's opinions) of fair value.

I'd give the plan an A+ for effort and effectiveness in being a real thorn in the side of Ballmer had he gone hostile without satisfying Yahoo's board as to terms.

If it could not have been rescinded under any circumstances, I'd give it an Double-F... for "Fiduciary Failure."

Addendum to my prior comments:

It is beyond doubt to me now why Ballmer walked after the Seattle airport meeting.

He didn't have any intentions whatsoever of bidding high enough for Yang and the board to rescind that change of control severance package, whether they could've rescinded it or not... and furthermore he learned during the meeting that he couldn't threaten Yang and Filo with a hostile tender action because they'd already interpreted (or did during the meeting) that his offer was not full, fair, collared and regulatory-assured... and their next step was to saddle Ballmer with a Yahoo-Google deal and the prospects of not being able to have the change of control severance package rescinded either.

Ballmer would've then, in a hostile action, waltzed his way into the other end of a Google deal (lots of fun for him), acquired excessive severance costs that might have to stand, had to defend the Yahoo-Google deal from regulatory concerns (really more fun for Ballmer)... and been presented with the difficult case of trying to get his own merger with Yahoo approved, all at the same time. No damn wonder he went Walkster-Zoned!... I would have too.

Yang and Filo (and Bostock and the board) held all the cards on that day in the Seattle airport. That fact just provides more reason for understanding Ballmer's punitive Walkster letter.

I also know there's NO WAY MSFT could resume serious discussion with Yahoo about a total merger unless that severance package is rescinded... and they've have to bid ass-over-elbows to get there.

Maybe... but I'll believe it when I see it.

"Microsoft Offered $40 For Yahoo in January 2007; Terry Semel Said 'Take a Hike'"

This is not, repeat, not news, everyone. I commented on one of the Yahoo posts a month or so ago that Microsoft made almost the same offer to Yahoo! last year but things didn't pan out then, either. I don't obsessively follow what's going on at Y! but I knew of that offer all the same - seriously, where the heck the rest of ya'll been?

Semel poo-poohed away $40, now Yang won't take less than that - and can't get it from MS anymore either - the irony is amazing.

What's worse is when that offer was made Yahoo wasn't trading at more than $22-27, was it (anyone know a way to check quotes from 1-2007)? $40 then makes it seem like MS was vastly overvaluing Y! compared to it's higher stock price and MS's much lower offer(s) now. But then again, Semel never did anything right (just check the deal he blew with Google in '02).

Jerry Yang is an emotional basket case.

But Terry Semel is/was incompetent, and negligent. Destroyed the company, wildly enriched himself, oh and by the way, who cares about the shareholders? $40 per share? Let them eat cake!

Jerry Yang can possibly be held liable for this 'scorched earth' policy in the event of a MS takeover. I believe Icahn has even more ammunition to get the board replaced, and complete a successful (and friendly) transition to Microsoft.

http://kara.allthingsd.com/20080602/microhoo-a-deal-must-be-done/

...Kara, the way I see it is that you'd better get crackin' if you want this deal done.

You've got to:

-Get the deal priced to satisfy both Yang and Ballmer. I doubt they got any closer in a D-golf cart.

-Get some good word from Nellie and her Merry Band of Commissars.

-Get it collared.

-And adding to it all now - get this sev-plan lifted and assure MSFT they won't inherit the shareholder litigation regarding Yahoo's fiduciary responsibility.

You're gonna be a busy girl.

Lifting the severance plan would be like opening the flood gates. I'm sure MSFT wouldn't want that. They will get an empty shell with people who are too lazy to move or don't have any place to go and for whom being the 90,001th employee doesn't change a thing!

BTW, Until now the severance plans were considered the norm (even Take Two did, that too much more generous than YHOO) to retain employees through the merger storm. Why the sudden turnaround?

http://www.reuters.com/article/marketsNews/idINN0229819820080603?rpc=44&pageNumber=1&virtualBrandChannel=0&sp=true

Quoting from the piece:

“But Judge Chandler dismisses these concerns in ruling that: ‘The proper remedy is for defendants (Yahoo) to release the full text of any communications they believe have been taken out of context or selectively quoted to the public.’" (end)
--
I’m waiting to see Yahoo’s side released in full context, including a discussion of whether the change of control severance plan could have been rescinded and what exactly were the employee terms that triggered special payments under the plan.

If you were immediately elected as a board member of Yahoo, how do you suppose you would view your fiduciary responsibility in that event?

Put your fiduciary responsibility cap on and explain how you'd deal with these 3 questions:

1 - When MSFT made its proposal of .47545 shares of MSFT stock plus $15.50 in cash, its stock t-a-n-k-e-d on n-a-k-e-d dilution fear and the market's perception that MSFT was dramatically overpaying for Yahoo. What would give you encouragement as a Yahoo board member that it wouldn't do it again on a sweetened bid from MSFT causing even more dilution fear?... Ballmer wouldn't define the 33 in understandable terms in the Seattle airport. Can you define them? In the airport meeting would you have told Ballmer yes to 33, 34 or even 37 without some understanding of what the terms were? By that I mean: which was more important, the price or the terms that secured the price? Do you imagine that Ballmer has probably swallowed hard a couple of times during this whole process when he ran his own stock from the mid-30s into the 20s?... Do you reckon he originally expected that a merger would be seen so fearfully dilutive in the market when an approximate 300+ bil MSFT (after two knock-out quarters and strong market momentum) sought to merge with a 45 bil Yahoo? MSFT lost about as much market capitalization as the entire Yahoo bid represented. By rights it ought to have created some additional value for MSFT’s shares had the market liked the deal. It didn’t.

2 - As a follow-on to question 1, how would you suggest as a Yahoo board member (either now or as one possibly newly elected in July under Icahn) that the deal be collared in a way that would preserve your fiduciary responsibility to convey assured value to Yahoo shareholders?... In other words, tell us what you'd tell Ballmer you wanted as a means to protect Yahoo's value in a deal from MSFT's possible adverse (and inverse) movement in contributory partial value of its stock in the deal? Define the terms here if you will, in stock and cash with the appropriate sliding collar defined in order to keep the values constant. If it’s all cash, it solves much of that problem but gives all the Yahoo holders a huge tax burden that reduces the deal’s value.

3 - Were you a Yahoo board member and considering the approval of a total merger with MSFT, had it been reported to you that even after months of requesting cooperative regulatory approval tactical information from MSFT, that they'd simply stiff-armed all your requests, would you see your fiduciary responsibility clear to sign off on the deal without the regulatory review and your appraisal of its merits? Remember that the merger would represent a market-altering combination of two companies that would immediately totally dominate several key corners of the Internet as well as maintain (or extend) an op/desktop monopoly that already exists, and because of these facts a number of capable and reasonably objective observers have deemed its approval prospects to be potentially very difficult if not impossible... and they'd have two chances to be right, the most formidable chance with Nellie Kroes and her Merry Band of Commissars. If you’re a Yahoo board member, what do you want MSFT to give you in the event the merger isn’t approved?… and do you expect MSFT would agree to it?
--
Finally, would you have any different a sense of fiduciary responsibility (either morally or under Delaware law) if you were an Icahn board member?

Wouldn't you imagine that an Icahn board member might even have a greater sense of these other issues that are unrelated to price than a current board member might have?… since almost the entire focus of that board nomination slate (at least the public’s perception of it) is toward delivering Yahoo to MSFT at a price, and not the day-to-day strategic operations of a going concern’s board. I mean, everyone assumes that board slate, if elected, would have just one function – vote yes to MSFT. That’s exactly what the perception of MSFT’s abandoned former slate was.

I know that the last thing I'd do were I elected to Yahoo's board would be to sign off on any deal unless I were absolutely confident that I'd given complete consideration as to all the ways my fiduciary responsibility would be served by a careful analysis of terms... all terms, along with their likely probabilities of successful contributions to outcomes.
--
I just think Ballmer bit off more than he wanted to chew for a total merger, in both price consideration and the terms needed to guarantee the delivery of value. And this information ordered to be released by the judge demonstrates that MSFT had already reserved 1.5 bil for retention. Had MSFT wanted to cooperate with tactical merger approval information and provide Yahoo with collars to reasonably assure the transmission of whatever assured price the two agreed upon, it wouldn’t have been that difficult for MSFT and Yahoo’s bankers to address a work-out of mutual severance plan intentions, assuming Yahoo’s severance plan could be adjusted, rescinded or modified in some way to suit the deal.

So what if Yang doesn’t like MSFT… Whether it’s true or not, big deal!… He’s not obligated to like MSFT. The plaintiffs are attempting to make the case that he allowed his feelings to bring detriment to Yahoo’s shareholders. He might not have enjoyed final negotiations with Ballmer in the Seattle airport several weeks ago, but he was there, dealing, and my guess is that the Yahoo severance plan was either rescindable or its terms likely not significantly worse than MSFT already expected and planned for. We'll see when Yahoo responds to the plaintiffs in the case.

Maybe Ballmer and Yang enjoyed a round of golf recently, I don't know. The D conference schedule was a convenient coincidental opportunity for both sides to de-toxify, have a little fun with the spotlight they've been in, and to talk as Yang said about "suggestions MSFT is making" about other potential avenues of cooperation with Yahoo.

If you still think Ballmer will make an offer for a total merger that will swing all three key elements I've listed into something that's agreeable to a Yahoo board fully capable of understanding their fiduciary responsibility, then they can still do a total merger.

Maybe, but I’ll believe it when I see it.

So Henry - where do you think this goes from here? Your piece this morning with Aaron T seems to indicate it will drag on until at least the late July SH meeting. Any thoughts on that piece in Business Week last week - indicating some type of deal was imminent? I should probably get out while I can, but I seem to have become surpisingly addicted to this saga.

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sell maplestory gold
sell maplestory gold
sell maplestory gold
sell maplestory gold
sell maplestory gold

sell maplestory money
sell maplestory money
sell maplestory money
sell maplestory money
sell maplestory money
sell maplestory money
sell maplestory money

maplestory trade
maplestory trade
maplestory trade
maplestory trade
maplestory trade
maplestory trade
maplestory trade

maple story trade
maple story trade
maple story trade
maple story trade
maple story trade
maple story trade
maple story trade

I am a dwarf, and I am 45 levels that have a long time. I have nothing to do under a copy of the play equipment. In order to understand a lot of friends, but there are always unhappy things happen, people will always see the abominable people. When I earn the Rose zuly, some people will kill me to stop me to do it.

In this experience, I feel the rose is so beautiful and you can brush the Arua ROSE zuly in the game. As the beginning of the main areas of the city can not find the time, channel, you always call was answered! For the first time when someone took me a copy of it, the next time I feel that it is very good, always someone tell me what the attention.

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