All Things Digital

Is Microsoft about to make another move on Yahoo? Or perhaps on AOL? Or is it just getting ready to articulate strategic plans for getting serious about the online search business on its own at its financial analysts’ tomorrow morning?

Or perhaps–and this might be the best strategy for the moment–the software giant is actually managing to stifle itself and wait to return to the playing field when things settle down a little bit.

One thing is clear: Microsoft (MSFT) has got to be plenty irked that its efforts have been vexed once again, this time by by the proxy fight settlement its one-time takeover quarry, Yahoo (YHOO), made earlier this week with activist investor Carl Icahn.

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Microsoft’s not the only one possibly backing billionaire investor Carl Icahn in his quest to unseat Yahoo’s leadership and board–major Yahoo investor Gordon Crawford told Yahoo CEO Jerry Yang in a face-to-face meeting last week that he was seriously considering voting against Yahoo (YHOO) in the looming proxy fight.

The troubled meeting that took place last Tuesday in Los Angeles between Capital Research Global Investors’ Crawford (pictured here) and Yang–accompanied by three Yahoo board members–could be seen as a portent of what is to come at the company’s annual meeting on August 1.

And those signs are definitely not good for Yahoo’s current leaders.

At the meeting, according to several sources with knowledge of the encounter, Yang–as well as Yahoo Chairman Roy Bostock and board members Ron Burkle and Gary Wilson–strongly defended their actions thus far.

That included claiming Yahoo’s recent management reorganization was sound–despite internal unrest over it–and calling top execs who have recently left the company “MBA types,” even though several were key tech leaders.

Yang also underscored his opinion that Yahoo needed to keep its online ad search business intact with its display business, rather than sell it off to Microsoft (MSFT), although he noted the company was open to all proposals.

But Crawford and his top analysts aggressively questioned Yang’s assertions and pressed him on Yahoo’s strategy going forward.

And they indicated they had lost patience, as Yahoo shares have drifted downward in the wake of the collapse of Microsoft’s takeover attempt.

Microsoft had offered $31 a share for Yahoo and dangled a $33 price for the company, whose stock has been trading lately in the low $20s.

According to sources, Crawford told the Yahoo contingent that he was considering backing Icahn’s new board slate–although he has not yet firmly committed to it–if the company did not engage with Microsoft over some sort of deal or find a suitable alternative.

Crawford’s Capital Research Global Investors fund–one of two separately managed at Capital Research & Management–owns 6.5 percent of Yahoo, according to recent filings. Capital World Investors, which is not run by Crawford, owns 9.8 percent.

Abandonment by Crawford, an influential investor who has become increasingly and publicly disdainful of Yang and its board, means the unlikely chance that Icahn could topple Yahoo’s board and make good on his promise to throw the Yahoo co-founder out becomes a much more distinct possibility.

Of course, that got another boost today with a classic wrestling double-body slam that Icahn and Microsoft CEO Steve Ballmer perpetrated on Yang today by unveiling their own dysfunctional love match–united in hatred of current Yahoo leadership.

The move was a little sneaky and a lot crude–and mostly served to unveil just how much Microsoft dissembles about its shifting interest and non-interest in Yahoo.

But it was still an effective blow.

Wrote Icahn in an open letter to Yahoo shareholders:

“Steve made it clear to me that if a new board were elected, he would be interested in discussing a major transaction with Yahoo!, such as either a transaction to purchase the ‘Search’ function with large financial guarantees or, in the alternative, purchasing the whole company.”

Like Tweedledee to Tweedledum, Microsoft quickly followed up with its own clearly coordinated statement:

“We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the ‘Search’ function with large financial guarantees or, in the alternative, purchasing the whole company.”

It is a union weary Yahoo investors like Crawford might welcome.

“I never though Carl [Icahn] would really prevail,” said one Yahoo source last week. “But losing the support of a major investor like Crawford would create a very slippery slope.”

Indeed, as the stock situation has deteriorated, investors have been pressuring Yahoo and also Microsoft for weeks to engage in new talks about a sweeping search and investment deal and perhaps more.

While Microsoft has been considering a sweetened bid, it was irked by Yahoo’s recent filing that called the software giant “unresponsive and inconsistent” in its intentions toward buying Yahoo.

Yahoo has clearly been trying to make the case that Microsoft had never intended to actually buy the company.

In its own statement about the Icahn-Microsoft lovefest, Yahoo said: “If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately.”

Well, as it turned out today, Microsoft doesn’t intend to buy Yahoo now–at least from Yang.

Said Microsoft in its statement today:

“Despite working since January 31 of this year, as well as in the early part of last year, we have never been able to reach an agreement in a timely way on acceptable terms with the current management and Board of Directors at Yahoo!. We have concluded that we cannot reach an agreement with them.”

Icahn is another story, of course. For now.

Like the zombies in “Night of the Living Dead” who will not die, the notion of a big, sloppy deal for Microsoft to buy Yahoo is revived yet again in an article in The Wall Street Journal today.

Unfortunately for both Yahoo (YHOO) and Microsoft (MSFT), it mostly serves to point out once again just how messy and pathetic the proceedings have been and continue to be.

But, as to the central idea, that Microsoft is aching to do a multi-part deal with various partners that would render Yahoo asunder, BoomTown is altogether dubious that this will ever come to pass.

Nonetheless, the very idea of something, anything happening served its main purpose–to buck up Yahoo’s sinking stock, which got a nice pop from the article, after falling below $20 a share on yesterday. (It is now back at $21.55!)

I have argued many times that Microsoft should just make an offer for Yahoo whole, because it has few other such powerful options in its quest to compete with Google (GOOG) in the search space, even given the checkered history and bruised feelings evidenced in the piece in the Journal.

Still, as was posted here earlier this week, Microsoft is considering sweetening a search-ad proposal, including buying a big chunk of Yahoo and improving terms, and News Corp. (NWS), Time Warner’s (TWX) AOL and even Comcast (CMCSA) might enter the picture.

But the idea of engineering a giant Internet group hug among and between these players is a daunting task.

In fact, that plan is an oldie (but maybe not such a goodie)–for Microsoft to buy the search and search-ad assets of Yahoo and for the rest to be spun off into some sort of online content/software/social-networking company and mashed up with assets from either News Corp.’s MySpace or Time Warner’s AOL.

That second company, in a previous scheme, was called “TrafficCo,” which News Corp. head Rupert Murdoch acknowledged in an interview Walt Mossberg and I did with him at the sixth D: All Things Digital in late May. (Murdoch actually says it outright in this video of the interview.)

Clearly, such a deal would be good for News Corp. (owner of this site) and Time Warner, as they try to figure out how to maximize their Internet assets.

And linking them with Yahoo–still, despite all, one of the most significant sites on the Web–might be just the ticket.

But getting there is the real problem, with a very inept board of Yahoo floundering about and with Microsoft CEO Steve Ballmer in a bit of a pique over the situation.

Yahoo’s regulatory filing related to its upcoming proxy fight with billionaire investor Carl Icahn, for example, in which the company slapped Microsoft’s behavior in the takeover battle and called it “unresponsive and inconsistent,” really irked the folks at Microsoft’s Redmond, Wash., HQ.

In fact, the level of dysfunction and crossed signals in the Yahoo-Microsoft relationship, as depicted once again in the article, should give anyone pause.

Case in point, as I noted here: That Yahoo thought it was a good thing to send Yahoo Co-Founder David Filo–think Silent Bob and then think even more silent and of someone very unlikely to support a sale–with Co-Founder and CEO Jerry Yang to the key meeting with Microsoft to negotiate over a possible takeover pretty much encapsulates it all for me.

And then, with Yang offering to sell for $37 a share–while also adding he and Filo wanted $38–even though Microsoft had never gotten past $33, the situation actually worsened, if possible.

That meeting was immediately–within hours–followed by a complete Microsoft pullout.

But, like someone who cannot seem to stop falling down an endless series of stairs, there were even more comical meetings after that, with Yang, Ballmer, as well as Yahoo Chairman Roy Bostock and board member Ron Burkle, in which Yahoo essentially prostrated itself and was rejected again.

And yet hope–which I might call something else–lives on.

The last sentences of the Journal piece are particularly interesting in this regard:

“They believed that we needed them much more than they needed us,” one person close to Microsoft says. “Ultimately, we called their bluff.”

If that’s the case, people close to Yahoo say, they wonder why Microsoft continues to knock on their door.

Memo to Yahoo: Actually, it’s called Ding-Dong Ditch.

You would have to have been under a rock not to have heard about the controversial piece in Vanity Fair magazine this month about the escapades of former President Bill Clinton since he left office.

Called “The Comeback Id” (oh, how pun-ny!), the article has gotten a lot of attention for pointing out the rampant speculation that Clinton’s well-known penchant for marital infidelity had returned.

And the reason for that disturbing development, besides Clinton himself? The piece actually placed a good bit of the blame on Clinton’s close friend, grocery magnate and billionaire Ron Burkle (pictured here), who also has been one of the key directors at Yahoo (YHOO) in its takeover fight with Microsoft (MSFT).

It’s a wonder Burkle can focus on the turmoil at Yahoo, given how busy he appears to be in the article corrupting Clinton both personally and–worse–professionally, via some questionable investments the pair had made through Burkle’s Yucaipa Companies.

Writer Todd Purdum paints a decidedly unattractive picture of Burkle, noting even the tasteless nickname of Burkle’s plane these days, in a portrayal so rough that Yahoo CEO Jerry Yang’s tough treatment by the press recently looks like a walk in the park.

Well, almost.

In what amounts to a rant by Carl Icahn (pictured here), The Wall Street Journal gives the billionaire investor lots of room to kvetch about what he thinks of Yang, including asserting that he will oust the Yahoo founder if he wins his proxy fight against the company.

“I am amazed at the lengths that Jerry Yang and the board went to entrench themselves in this situation,” said Icahn.

Apparently, Icahn was the only one who didn’t get the memo that Yahoo has been consistently obstreperous about Microsoft’s many overtures, since–well, let’s do the exact calculations–forever. And a day.

Still, Icahn perseveres and hangs this old entrenched management chestnut on a lawsuit that was recently filed by shareholders that points to the massive and costly severance plan Yahoo sneakily put into place as a ploy to fend off Microsoft.

“It’s no longer a mystery to me why Microsoft’s offer isn’t around,” Icahn said. “How can Yahoo keep saying they’re willing to negotiate and sell the company on the one hand, while at the same time they’re completely sabotaging the process without telling anyone.”

How? By Yang opening his mouth, that’s how, and then doing nothing much.

As a student of this lugubrious style of Olympic dithering, I would point Icahn to Yang’s 100-day Sacred Cow VisionQuest, well before this soap opera got started.

You need to catch up pronto, Carl!

And speaking of people irked by Yang of late, investor Gordon Crawford (pictured here) also made some news yesterday with his investment in Veoh Networks, part of a $30 million round that included Intel Capital and Adobe Systems (ADBE).

Existing investors in the not-YouTube video service–Shelter Capital, Spark Capital, Goldman Sachs (GS), Michael Eisner’s Tornante Company, Time Warner Investments (TWX) and Jonathan Dolgen–also ponied up more money.

Crawford, the SVP of Capital Research Global Investors, manages a massive portfolio, and it is one of Yahoo’s biggest shareholders.

And, unlike Veoh, Yahoo is an investment Crawford has not been happy with recently.

“I am extremely angry at Jerry Yang and at the so-called independent board,” he said in an interview a month ago. “I’m hoping that there is such an outpouring of outrage that the board is embarrassed into revisiting this thing, but I’m not optimistic about that.”

And by independent board, by the way, he meant directors like–you guessed it–Ron Burkle!

At least Burkle’s not to blame for the so-so, lots-and-lots-missing–Google? What Google? (GOOG)–piece in the same Vanity Fair issue, an oral history of the Internet.

Called “How the Web Was Won,” it makes the founding of the world’s most important medium seem awfully dull.

I’d recommend instead–as any sentient being would–the cover story on Angelina Jolie, with this sharp quote from her: “In my father’s generation, the product was 80% of what you were putting into the world, and your personal life was 20%. It now seems that 80% of the product I put out is silly, made-up stories and what I’m wearing.”

Or not wearing, in the case of the pictures of Jolie in this article.

One of the most overlooked parts of Web companies are their board members, so I think it is time to start looking more carefully at those firms where the role of directors is going to be increasingly important in 2008.

First stop, obviously, is Yahoo, which reports its fourth quarter and also full-year earnings (and also perhaps some board-approved layoffs) tomorrow after the markets close.

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.

They certainly seem to be a pretty experienced group, with just the right kind of expertise in retail, telecommunications, engineering and entertainment.

Curiously, with all the noise around Yahoo, this has been a circumspect bunch and it’s not clear how much influence this group is exerting over management or how willing it is to roll up its sleeves and get into it.

Still, board members are supposed to be where the buck actually does stop, so, as a BoomTown public service, here’s a little primer of who’s who on the Yahoo BOD, so you know who is actually in charge (and, of course, who is to blame):

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.

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?

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.

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 fundraiser 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.

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.

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.

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?

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 serves on the board of Xerox and the Tribune Company.

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.

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?)

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.