All Things Digital

One of our favorite D: All Things Digital speakers, and now a regular attendee, has been Hollywood director, producer, writer and big-cowboy-hat-about-town, Barry Sonnenfeld (pictured here at D6).

So, BoomTown extends belated but Texas-sized congratulations to Sonnenfeld for winning an Emmy earlier this week for directing the pilot of “Pushing Daisies” on ABC.

A gadget freak, as well as an entertainment mogul, Sonnenfeld was very entertaining and insightful about Hollywood’s uncomfortable relationship with technology in his interview with Walt Mossberg in 2006 at D4 (and which you can find here in photos and video).

Backstage at the Emmy Award show, which annually fetes the television industry, Sonnenfeld–who always tries to get Walt and me to ask outrageous questions of speakers at the conference in exchange for walk-ons on his shows and movies (so far, we have not bitten, although he has gotten off some good ones as an audience member in the Q&A part of the interviews)–gave a typically saucy interview to the press about his win.

And, no surprise, Sonnenfeld did manage to deliver one perfect geeky quip, as the music cue started to cut off his speech on Sunday night, which I doubt the glam crowd there got, but was not lost on me:

“Love TV and fear the Internet.”

Unless there is an 11th-hour change of heart from Time Warner, former AOL head Jon Miller will still not be Carl Icahn’s choice for the two other seats he will select–which also requires Yahoo’s consent–to the board of the Internet company, set to be announced by Friday.

Instead, several sources with knowledge of the situation think Icahn is more likely to choose Edward Meyer and Frank Biondi (pictured here, left to right), both of whom were on the alternative board slate when the activist investor was waging his now-defunct proxy fight against Yahoo (YHOO).

Another possibility is someone BoomTown had previously picked–former Nextel exec John Chapple (pictured here)–as a personal favorite, noting in late July:

Thus, overall, from good-fit perspective, I like another former exec, John Chapple of Nextel best of all because mobile will be increasingly important to Yahoo in Web 3.0 (frankly, it better be, as Web 2.0 has not been too kind to Yahoo).

Via Sprint (S), Chapple knows from big mergers and he knows how to makes deals. He has been the operator of a digital company, unlike many of the others. And he is also an entrepreneur, which is a plus.

Longtime media exec Frank Biondi is a longtime Icahn crony, and Meyer definitely has the advertising chops Yahoo needs, as former Grey Global Group head.

Icahn has already been seated as a board member of Yahoo.

Presumably, Icahn will now begin to try to figure out ways to goose Yahoo’s lackluster stock from the inside, in order to recover the hundreds of millions of dollars in paper losses he has endured since he started his still fruitless quest to change Yahoo’s management and/or get it to sell to Microsoft (MSFT).

One possible scheme was to eventually install Miller as Yahoo CEO.

In any case, both Icahn and Yahoo CEO Jerry Yang strongly supported Miller for the board.

But Miller was unexpectedly nixed because of a noncompete agreement still in place that he had signed with Time Warner after he was tossed from AOL in late 2006.

After tacitly agreeing to waive the noncompete, Time Warner’s CEO Jeff Bewkes told Miller he could not be considered for the slot.

Thus, Yahoo is limited to the list of possible members of Icahn’s director slate.

Yesterday–in a patented playbook move–some top Microsoft execs didn’t miss a chance to slap around Yahoo over its shareholder vote debacle, letting it be known to industry insiders (on the very loud QT, of course) that the Internet company knew full well that its biggest investor, Capital Research & Management, was going to vote a large number of shares against it.

Thus, it was just a hop, skip and a leak before their sentiments got hand-delivered to the doorstep of BoomTown HQ.

In essence, Microsofties are arguing that knowledge of a major investor’s dissatisfaction should have prompted Yahoo (YHOO) to question its unusually positive voting results at its annual meeting on Friday and ask the outside voting tabulator to recheck its numbers before officially releasing them.

As it turned out, the tally by Broadside Financial Solutions, an outside firm that conducts the tabulating for investors, was highly inaccurate related to the number of shares withheld by investors for particular board members.

As reported Friday, for example, Yahoo CEO Jerry Yang only had 14.6 percent of shareholder votes withheld, with 85.4 percent voting for him, which was better than the year before.

The new results saw Yang’s disapproval more than double what was previously reported, rising to 33.7 percent.

This huge delta was due to errors in counting the no votes from funds owned by Capital Research, which holds an overall stake of about 17 percent in Yahoo.

“They had to see the discrepancies,” said one source close to Microsoft’s (MSFT) thinking. “Yahoo was hoping no one would notice.”

While BoomTown is careful to consider the sources here–the collapse of Microsoft’s takeover bid for Yahoo has left quite a bit of acrimony between the pair–they actually might have a point.

Sources at Capital Research certainly agree, saying they unequivocally told Yahoo leadership that they were going to withhold a substantial number of votes from certain members of the company’s board.

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OK, now we’re cooking with gas at Yahoo’s annual meeting in San Jose, as various shareholders–mostly small ones–come to the microphones to give Yahoo a piece of their mind.

The room has filled up more, about one-third to one-half full, with the top Yahoo (YHOO) leadership arrayed at a table up front like an Italian wedding.

First up, longtime Yahoo activist shareholder Eric Jackson asked Yahoo Chairman Roy Bostock to step down, noted that Yahoo had overplayed its hand with the Microsoft bid, wondered about Yahoo President Sue Decker’s time problems (too many outside boards) and questioned the worth of Yahoo’s deal to sell an asset in Japan.

Yahoo, of course, did not agree with Jackson! At all!

“No,” said Bostock about stepping down, also noting that he was woefully underpaid for his board service, given all the activity over the last year related to Microsoft (MSFT).

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When sources at Microsoft last week told BoomTown that it was going to use Carl Icahn as a kind of messenger for a new ad search proposal, I thought: Uh-oh.

And tonight, like clockwork, Yahoo (YHOO) rejected Microsoft’s (MSFT) latest bid to buy its search and advertising search business, which was delivered in conjunction with the billionaire activist investor, who is waging a proxy fight against the company.

Why? Well, it’s kind of like sending Pepé Le Pew to a garden party.

Sources tell me the bid included a $20 billion ad search revenue guarantee over 10 years, as well as other small improvements on Microsoft’s previous proposal.

Still, Yahoo turned up its nose at it.

“This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo!’s stockholders in mind,” said Yahoo Chairman Roy Bostock in a statement.

He added later: “After negotiating among themselves without the involvement of Yahoo!, Carl Icahn and Microsoft presented us with a ‘take it or leave it’ proposal under which we would be required to restructure the Company, hand over to Microsoft Yahoo!’s valuable search business and to Carl Icahn the rest of the Company, giving us less than 24 hours to respond.”

Actually, this new bid–made Friday with that 24-hour expiration date, which makes Microsoft and Icahn sound like the evil villains in James Bond movies–was similar to its last one, but definitely sweeter.

But, as it was described in the Yahoo statement, the bid also added Icahn into the mix by giving him control over the rest of Yahoo–which includes its powerful suite of communications and content assets–via a new board.

Presumably, Icahn would then turn around and merge into either News Corp.’s (NWS) MySpace or Time Warner’s (TWX) AOL. (News Corp is the owner of Dow Jones and of this Web site.)

Thus, Yahoo agreed to disagree, noting it was willing to sell the company for the $33 once offered by Microsoft in its now-dead takeover bid (which, of course, they must say).

“It is ludicrous to think that our Board could accept such a proposal,” Bostock said in the statement. “While this type of erratic and unpredictable behavior is consistent with what we have come to expect from Microsoft, we will not be bludgeoned into a transaction that is not in the best interests of our stockholders.”

This strong sentiment should not come as a surprise for anyone who has talked to Yahoo CEO Jerry Yang lately.

In a conversation I had with him, I came away with one single impression about how he felt about Icahn.

And that would be complete and utter disdain. Plus one.

“I think handing over the company to Carl Icahn for the express purpose of hoping he can negotiate a complex deal with Microsoft is a big mistake for shareholders,” Yang said to me.

The Yahoo statement tonight went further.

“The major component of the overall value per share asserted by Microsoft/Icahn would be in Yahoo!’s remaining nonsearch businesses, which would be overseen by Mr. Icahn’s slate of directors, which has virtually no working knowledge of Yahoo!’s businesses,” it said.

Translation: Icahn is a Luddite.

And, even more, Yang is perhaps even more offended that Microsoft has hooked up with Icahn in its efforts to oust him and Yahoo’s board, considering the move to be a very dirty trick.

“[Microsoft's] motivations are suspect and there is simply no good reason to think they will actually show up at the end of the day,” said Yang in our conversation.

Another source close to Yahoo was even more clear: “This is a company with some dignity,” the source said. “And we would rather go down fighting than turn the keys over to people who will ruin it.”

For its part, Microsoft is just as completely exasperated with Yang and Yahoo’s board and feels it can move against it without its cooperation.

“It’s just impossible to deal with the Yahoo board or Yang,” said one source at Microsoft. “They have no intention of negotiating, so we’re just going to do what we have to do.”

While some might call it all corporate theater, these are very real feelings on all sides.

The August 1 board meeting is suddenly looking very, very ugly, as Yahoo, Microsoft and Icahn become more entrenched than ever.

And with only 20 days to go until it takes place near Yahoo’s HQ in Sunnyvale, Ca. and bad feelings all around, there’s not a lot time to work things out to everyone’s satisfaction, even though they all should.

Thus, it might actually fall to shareholders, who are irked at Yang and the Yahoo board, but who also don’t really trust Icahn and would have to hold their noses to vote for him.

Here’s an easier way to understand this situation now: It stinks.

Will there be a mano-a-mano in the Yahoo boardroom about what to do about the moribund stock at Yahoo, as the company moves closer to its annual meeting on Aug. 1?

If major shareholders have anything to do with it, there will be.

Naturally, big shareholders are uniformly irked at the Yahoo (YHOO) board and, specifically, CEO Jerry Yang, as the share price has drifted down to around $23 a share, ever since Microsoft (MSFT) walked away from its acquisition bid in early May.

Since having a $33-per-share clean offer from the software giant in their grasp, most are looking askance at Yang and the current directors and are not inclined to back the team as the one to return Yahoo shares up above that.

So, according to several sources close to the Yahoo board and also major shareholders, there has been increasing pressure from these investors on the board to become more decisive about Yahoo’s future.

While Yang has been lobbying them recently, largely blaming Microsoft for the trouble, many seem to be growing weary of the drama.

Thus, one major plan: To divide and conquer Yahoo’s board.

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Break out the sedatives, because Carl Icahn is getting mighty tetchy with Yahoo CEO Jerry Yang and the board of directors of the troubled Internet company!

In yet another letter to Yahoo Chairman Roy Bostock, the ever-grumpier billionaire investor, who is waging a proxy fight against Yahoo (YHOO) and seeking to oust Yang and crew, stepped up the volume to Crazy Eddie levels today.

It’s almost too juicy to require translation, as the veins practically pop out in Icahn’s letter from all the agita he seems to be experiencing over this botched takeover.

Icahn writes: Dear Mr. Bostock:

I have constantly complained about how far CEOs and boards will go in order to retain their jobs, yet even I am amazed at the length Jerry Yang and the Yahoo board have gone to in order to entrench their positions and keep shareholders from deciding if they wished to sell to Microsoft.

Translation: And I thought Dick Parsons of Time Warner (TWX) was a potted plant! But you guys make him look like the Road Runner, which is a very nice Warner Bros. brand, I might add.

Icahn wrote: According to details in a complaint that I became aware of yesterday (details Yahoo fought to keep under seal), Jerry Yang and a majority of the board went to inordinate lengths to sabotage a Microsoft bid.

The damage to Microsoft “is compounded by the fact that Yahoo’s thousands of engineers, known as ‘Technical Yahoos!,’ have detailed job responsibilities and qualifications.”

Translation: I am playing brain dead here, even though everyone and their grandmother knew exactly what Yang was doing at the time with that massive and costly severance plan.

But, with a little verbal foot-stamping and some grumbly sounds, I think it approximates an appropriately hysterical level of outrage and surprise.

Icahn wrote: Most importantly, Microsoft might never be able to trust a CEO and board who, while claiming to be negotiating in good faith, went behind their back and adopted a “plan,” which not only sabotages any Microsoft acquisition but went so far as to completely disable its own ability to rescind the “plan” as long as Microsoft’s offer remains pending.

In my opinion, it will be extremely difficult for Microsoft or other companies to trust, work with and negotiate with a company that would go to these lengths.

Translation: Outrage! Foot-stamping! Grumbling! Acting like the once-thuggish Microsoft (MSFT) doesn’t actually admire this tactic by Yahoo in its secret heart of hearts.

And now, the piece de resistance, I compare Yang to Ernst Stavro Blofeld, as translated by Mike Myers’ Dr. Evil (One millllllliiiiioooooon dollars!).

What next from you evil-doers? A shark with a nuclear bomb attached in my lap pool? Painting me all gold and purple? Perhaps suspending me and a lovely disposable Bond girl high above a tank of piranhas?

But I am 0000000007, a billionaire’s secret agent number, so bring it on!

Icahn wrote: It is insulting to shareholders that Yahoo for the last month has told us that they are quite willing to negotiate a sale of the company to Microsoft and cannot understand why Microsoft has walked away.

Could this have been the problem?

Translation: I like the silly focus on “the plan,” don’t you? It sounds so sneaky and naughty.

Even though, truth be told, Microsoft’s Steve Ballmer has publicly pointed to the ad outsourcing deal with its archrival Google (GOOG) that Yahoo is considering, as well as the price it is willing to pay, as the software giant’s main deal blockers.

Icahn writes: Even more deceitful are Yahoo’s actions toward its own employees, for whom you claimed to have set up the “plan.”

Management neglected to mention to these same employees that Microsoft in its proposals had earmarked $1.5 billion of retention incentives (representing over $100,000 per employee) meant to allay any employee concerns.

Translation: Again, “The Plan” sounds spooky, doesn’t it? M. Night Shyamalan is set to make a movie of it, just like “The Sixth Sense.” The tag line: “I see overcompensated geeks!”

Icahn wrote: Ironically, according to the complaint, this is not the first time that Yahoo has denied shareholders the opportunity of selling to Microsoft at a large premium.

An article in CNET News cited in the complaint sums it up by stating, “Yahoo may indeed agree to Microsoft’s [offer], but it will be over Jerry Yang’s dead body.”

Translation: Dead bodies! I smell a hit movie! Hello, Oscar!

I wonder if Michael Douglas should play me again?

Greed, by the way: Still good!

Wait, I am being distracted from the issue at hand, which is: Was the board and former CEO Terry Semel high not to accept that $40 a share last year?

Smoking, I might add, is very bad for your health.

Icahn wrote: I and many of your shareholders believe that the only way to salvage Yahoo in the long, if not short run, is to merge with Microsoft. However, because of HSR considerations, to complete a merger of this magnitude will take a period of time.

Therefore, the best chance to bring Microsoft and Yahoo together is to replace Yang and the current Yahoo board with a board that will negotiate in good faith with Microsoft and in whom Microsoft will have trust to operate the company during the long period between signing and closing.

Translation: Please step down now! No? Pretty please? (It was worth the try.)

Of course, Microsoft trusts me less than you to run the place, but let’s leave that pertinent point aside here, shall we?

Icahn wrote: You stated in a press release yesterday that, “Yahoo’s board of directors, including Jerry Yang, has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders.”

I understand how these actions are in the best interests of management and a board whose members each receive $40,000 per month for several days work, but it is hard for me to understand how these actions are in the “best interests of the shareholders.”

Translation: To make my point, let me channel Jack Nicholson in “A Few Good Men” here, with me playing Jack and Yang Tom Cruise:

Icahn: Ever served in a forward area?

Yang: No sir.

Icahn: Ever put your life in another man’s hands, ask him to put his life in yours?

Yang: No sir.

Icahn: We follow orders, son. We follow orders or people die. It’s that simple. Are we clear?

Yang: Yes sir.

Icahn: Are we clear?

Yang: Crystal.

Icahn wrote: However, despite your actions to date, there is still some possibility that you can resuscitate a Microsoft offer for the company.

I can only hope that you will finally do what is in the “best interests of the shareholders.”

Translation: My “plan” is to say “the plan” as much as possible, until I drive everyone nuts and take their eye off the ball, which is getting more money for me in this digital briar patch, as the only “shareholder” that I actually care about.

I threw in the “one doesn’t have to be a rocket scientist” dig, because I am not one in any way whatsoever and still have my secretary print out my emails.

By the way, what is this Facebook thingamajig people keep talking about as another Microsoft target? Do you have to be a rocket scientist to join it?

Icahn wrote: Sincerely yours,

CARL C. ICAHN

Translation: Still as insincere as ever!

Of the amazingly Internet-experience-free board that billionaire investor Carl Icahn has proposed to replace Yahoo’s current directors in this proxy fight, there is one name who does have a lot of Web-related experience, especially with regards to Yahoo (YHOO).

Specifically, in how to make bank from Yahoo’s desperation.

That would be entrepreneur and all-around bon vivant Mark Cuban (he is pictured here at our first D: All Things Digital conference in 2003), who sold Broadcast.com to Yahoo in the heady days of 1999 for $5.7 billion in Yahoo stock.

It was a huge deal at the time, with Yahoo engaged in an arms war with other Internet companies like Excite (remember them?), AOL (TWX) and others.

In an acquisitions frenzy, it grabbed Broadcast.com, which was started in 1992 as AudioNet, with Cuban and others in charge.

Broadcast.com was one of the nascent efforts to broadcast online, focusing on radio-like content on the Web, largely using sports and other live events.

It had one of those typical Web 1.0 faux-blockbuster IPOs in 1998 and then, as the stock began to decline, sold quickly to Yahoo a year later.

Right before, as it turned out, the whole bubble burst.

But Cuban and his cohorts made their scratch and were soon gone from Yahoo.

Cuban, sensing the end was nigh, also dumped his Yahoo shares before the decline. And, armed with a fortune, he began his fun foray into a range of businesses, from sports teams to movie theaters to his HDNet, a high-definition cable network.

And, of course, the private jets and entertaining courtside antics and working at the Dairy Queen!

And, also of course, most of Broadcast.com’s assets are useless to Yahoo today.

Now, Cuban is back knocking at Yahoo’s door as an invader, the only major Internet figure apparently willing to turn on the iconic Yahoo CEO and Co-Founder Jerry Yang.

Calling Benedict Arnold!

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Off with the Yahoo CEO’s head!

OK, maybe not so much, at least today.

Indeed, according to many sources, Jerry Yang’s head still sits squarely on his neck.

And, moreover, his job as CEO has not been usurped by Yahoo (YHOO) Chairman Roy Bostock, who was allegedly–as one rumor went–authorized by Yahoo’s board, instead of Yang, to restart negotiations with Microsoft (MSFT).

(Which is kind of obvious when you actually think about it, given that Bostock is mired in this takeover collapse mess up to his own at-risk neck along with Yang. Bostock has been deeply involved all along and will likely continue to be.)

Thus, lots of smoke and little fire, contrary to rumor-based reports, like this one from TechCrunch–most of which seem to hang on the thinnest of threads (Where in the world is Yahoo board member Eric Hippeau?).

More importantly, even though they move share price, these rumors show almost no knowledge of how public company boards actually operate, which is to say with slug-like speed, even when under fire as Yahoo clearly is.

And if Yang were to go, I would guess it would be under his own steam or he’d be run out with Yahoo’s directors on a rail by angry shareholders.

Still, as a post yesterday of BoomTown’s book excerpt on the AOL Time Warner (TWX) debacle illustrates, even shoving aside a much-pilloried exec like former Chairman Steve Case, who presided over the merger disaster of all time, it took months and months and months and months and finally came well after the wheels fell off the bus there in a move made by Case and not his detractors.

And such a move to denude Yang, in the midst of the most trying time for the company, would make Yahoo’s board seem like particularly thickheaded morons–backing Yang strongly one day and throwing him overboard the next.

That is not to say Yang has not lost a mountain of credibility with Wall Street, investors, his own employees and in the industry in general, over the way he has handled the situation with Microsoft. The fallout from the debacle has damaged him badly.

The reviews are in and it is pretty much one million angry thumbs down.

Unfortunately, Yahoo’s leadership team has not exactly distinguished itself in the aftermath with their public statements, whether it be Bostock’s fanciful musings that Yahoo had the support of shareholders or President Sue Decker’s ungracious dissing of disgruntled Yahoo employees or pretty much the bulk of the backpedaling Yang has done.

And I don’t even know what to say about the excuse about the $33 offer not being written down as a problem by Yahoo execs, which makes them all move a little closer to Nearly Headless Nick in “Harry Potter,” in my estimation.

I do get their fervent need to explain themselves, especially in the face of such ferocious criticism.

But it has been so cringe-inducing to watch, that part of me wishes they would slink back into that cave Yang and his team have been living in all year long.

Obviously, Yang cannot and must now take the heat and find a way to clearly articulate a really good vision of what lies ahead for Yahoo.

That does not mean dangling the possibility of another deal with Microsoft to placate critics or pretending Yahoo wanted such a merger.

The very fact that Yang brought the painfully terse Yahoo Co-Founder and tech guru David Filo–who has fervently opposed a lot of Yahoo hookups in the past, like with eBay (EBAY) many years ago–with him to the key meeting last weekend with Microsoft CEO Steve Ballmer was all I needed to know to determine that the company did not want to sell.

So, Yang and the board got what they wanted–for now, at least–which is a very painful dose of independence.

If they want that to mean going back to talk with Microsoft, Yahoo should stop playing games and do so with a minimal amount of jockeying.

If it means making a series of bold moves to focus and define its business, then Yahoo should do that and quickly.

And if Yang can’t lead or is still lonely–he said last year of the CEO job, “It is a lonely job in the sense that you have to make some of the tough calls”–he needs to step aside for a new leader of Yahoo.

Because, even if Yang lives to fight another day, this much is clear: The clock is running down for him and his stewardship of Yahoo.

Yang is, as Dean Vernon Wormer of “Animal House” said so eloquently, on double secret probation.

So, if I were to predict, I would say six months without meaningful change is all he has.

And after that, I would imagine, is when the blade really starts really falling.

It would be nice in a dramatic sense to hope the Yahoo board was at each other’s throats just about now–like some movie scene with lots of angry wrangling, noisy sides-taking of the emotional die-hards versus the coldly pragmatic ones and a general sense of pins-and-needles.

That was, of course, the premise of a piece done late last week by the New York Post with the hyped headline, “Board Bucks Yang,” as if the Yahoo co-founder were some incompetent cowboy and the board a spirited mustang.

As if. Or, more precisely, don’t shareholders wish.

Nonetheless, the piece rocketed around the Web as if it were gospel, lending hope for the always-a-bridesmaid Microsoft (MSFT) in its unsolicited bid to acquire Yahoo (YHOO) by asking in a not-so-nice way.

But, I am betting on inertia here, although it must be said this event has given the moribund board of the company a true jolt it has long needed.

For example, it acted rather quickly to reject the Microsoft offer and has been working overtime to attempt to back Yahoo CEO and Co-Founder Jerry Yang’s efforts to find alternatives.

Too bad it took a takeover battle to wake Yahoo’s directors from their persistent narcoleptic state.

So, rather than some mano-a-mano between Yang and newly installed Chairman Roy Bostock, getting ready to rumble like this is the Sharks and the Jets, try to remember that these are the exact same cast of characters–now simply minus former CEO and Chairman Terry Semel–that has been too sanguine as the situation at Yahoo has deteriorated.

In fact, one of the more consistent characteristics of Yahoo over the past few years has been its dithering nature, and its not-so-engaged board has been a prime locus of that.

Yahoo is also a conflict-averse place, whether collegiality is the rule, even if it is not the best solution (and in deep contrast to the aggressively argumentative folks at both Microsoft and Google).

As the Internet giant has lost market share in the search business, been unable to focus on its core mission with a lot of needless experimentation, seen morale drift downward and employees head for the door, reneged on its 100-day, no-sacred-cow change promise, and had a relentless decline in stock price, its board has done not so much.

Well, except dole out massive stock grants to top managers.

To be fair–and let’s be honest here, shall we?–this is the modus operandi of most directors, who are pretty clueless and hands-off when it comes to the companies they are supposed to be overseeing. Most are captives of management and don’t spend a whole lot of time rocking the boat.

I did two books on the triumphs and tribulations of AOL, for example, and I was always amazed by the what-me-worry? involvement of the various board members, even as its fate was plummeting downward.

But foxholes and bombs blasting overhead do bring out the courage in some, so perhaps some of Yahoo’s board members are suddenly in a mood to agitate (mostly, I suspect, so they don’t get sued by angry shareholders).

But let’s hope it is not just panic and a need to look busy now that Microsoft has pulled the curtain away.

In any case, a few weeks ago, just before Microsoft made its offer, I did a post called “Say Hello to the Yahoo Board Members” to introduce its directors.

Why? As I wrote then: “With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company’s managers and–it must be assumed–its directors obviously face challenges in the year ahead.”

Thus, I republish it in its entirely below, adding my bet on who is anti-sale, who is pro-sale and who is on the fence:

First among equals is obviously Yahoo CEO and Co-Founder Jerry Yang, who needs no introduction. Born in Taiwan and raised in San Jose, Calif., he has been trying to bring back the company he founded with David Filo since taking over the top slot at Yahoo last June. The obviously iconic figure within the company, he occupies the hottest seat of all. Some think his leadership has not been nearly bold enough, while others think his steadier approach to Yahoo’s revival is just what the company has needed. [ANTI-SALE]

Terry Semel served as Yahoo CEO from 2001 to 2007. After he left that job when the company’s troubles became more pronounced (to be fair, Semel did do a great job getting Yahoo back from its last brink when the first bubble popped), the former Hollywood mogul kept his title as chairman. He is also on the board of Polo Ralph Lauren, as well as many arts and cultural organizations. Recently, Semel revived his Los Angeles-based new-media investment firm, Windsor Media, and rumors abound to his intentions–including possibly making a play for a Hollywood studio. Big question: Will Semel continue as chairman of Yahoo in 2008? [GONE!]

What to make of Roy Bostock, who has been on Yahoo’s board since 2003? I’ll tell you what: If Semel were to step down as chairman, the chatter is that the former top-level advertising exec (chairman and chief executive officer of D’Arcy Masius Benton & Bowles) is best suited to the job, given the importance of Yahoo’s ad business. Bostock also serves now has chairman of Northwest Airlines and is on the board of Morgan Stanley and is a principal at Sealedge Investments LLC. [PRO-SALE]

Ron Burkle, founder and managing partner of the Yucaipa Companies, a private investment firm, has been a director since 2001. The high-profile Burkle, of course, is better known for being best billionaire buddy of Bill Clinton (and big fund-raiser for Hillary Clinton). He is a curious choice to be on the board, although he is said to add an interesting perspective and also has obvious experience in retail and distribution (largely in the supermarket industry). He is also on the boards of Occidental Petroleum and KB Home. [PRO-SALE]

Vyomesh Joshi joined the Yahoo board in 2005. He probably brings a good consumer product perspective to the company from his perch as executive vice president of the Imaging and Printing Group at Hewlett Packard, a $26 billion business with an operating profit of $3.8 billion, which is a whole lot of the kind of ink Yahoo needs. The longtime HP exec also has responsibilities in the entertainment arena for HP, which should be a boon to Yahoo. [ON-THE-FENCE]

The same goes for Robert Kotick, the chairman and CEO of games maker Activision, which recently merged with Vivendi’s Blizzard Entertainment unit, to create one of the biggest gaming companies in the world. Yahoo could use a little Guitar Hero buzz that Kotick’s company has gotten from the third version of the popular interactive game, a big holiday success, and also Blizzard’s World of Warcraft. [ANTI-SALE]

The other Northwest Airlines link is its Chairman Emeritus Gary Wilson, who has been on the Yahoo board since 2001. Wilson, who is also on the board of CB Richard Ellis, has an extensive financial background, working as the top numbers guys at places like Walt Disney (where he was a longtime board member) and Marriott. But can he lend his expertise to make the numbers work better at Yahoo? [PRO-SALE]

The only woman director, Maggie Wilderotter, joined last July and serves as the chairman and CEO of Citizens Communications, which is an independent provider of telecommunications services. That background is important for Yahoo, but perhaps more important is her experience as a SVP at Microsoft (rumored to be the main company interested in acquiring Yahoo). Wilderotter has also been president and CEO of Wink Communications and has held a number of jobs at AT&T, and she serves on the board of Xerox and the Tribune Company. [PRO-SALE]

Eric Hippeau, managing partner at Softbank Capital Partners, is one of the two granddaddy Yahoo board members (along with Arthur Kern), having served as a director since 1996. Before Softbank, he was chairman and CEO of Ziff-Davis in its heyday. Hippeau is also on the board of Starwood Hotels and Resorts Worldwide. [ANTI-SALE]

Arthur Kern has also been on the Yahoo board since 1996. Kern made his fortune selling off American Media, an owner of radio stations, which he co-founded and ran. Kern now invests in marketing and media companies. (BoomTown, with great regret, has never met him after all these years–lazy, lazy BoomTown! And everyone says how nice he is. Lunch, Arthur?) [ANTI-SALE]

Ed Kozel, the CEO of the start-up Skyrider (a P2P search engine), is perhaps the most experienced technologist on Yahoo’s board and another key member of the board, say many, where he has served since 2000. He’s been a VC (Open Range Ventures), a consultant (Integrated Finance) and also was a longtime Cisco exec (he was CTO and SVP of business development there) and board member. He’s also been on the board of Reuters and is a director for Network Appliance. [ON-THE-FENCE]