All Things Digital

Project Granola?

Apparently, that’s the jokey nickname that’s been given by some in the company to Microsoft’s (MSFT) new online strategy, in the wake of its failed efforts to acquire Yahoo (YHOO) that ended in a big heap of mess this past weekend.

Now, sources tell BoomTown, it is all about “organic”–hence the image of a healthy handful of granola (except for the fact that, in my experience, nobody really likes granola after eating it as much as they think will before).

In any case, it is a word Microsoft folks have been slipping into the conversations with BoomTown over the past few days, so much so that I have started to feel like I was talking to execs from Whole Foods.

Now Microsoft’s greenness has gone public.

Case in point: Brian Hall, Windows Live General Manager, who trotted out the organic word in front of Merrill Lynch analysts yesterday, as reported by CNET’s Ina Fried, saying: “We’ve withdrawn the offer and moved on, and now are focused on how we grow as fast as possible organically.”

But what does organic mean exactly?

Two things, it seems.

First, stepping up spending on marketing, technology and research to try to find ways to differentiate from Google (GOOG) and get into the No. 2 spot now held by Yahoo.

Of course, that plan has not worked out so well as yet for the software giant, with Microsoft spending billions of dollars with no profits and little gain in online search or ad market share, while its archrival Google keeps growing stronger.

Even so, while in Korea today, Microsoft Chairman Bill Gates backed Microsoft CEO Steve Ballmer’s do-it-yourself path and his move to walk away from Yahoo.

“The key decisions on that will be made by Microsoft CEO Steve Ballmer, who took a look at Yahoo and decided that, on our own, he likes the stuff that we’re doing,” said Gates.

Gates also added what amounts to the second option for Microsoft. “I wouldn’t rule out some partnerships, but we don’t have anything imminent there,” he said.

While a return to Yahoo is a possibility, in fact, buying up Web 2.0 stars is likely to be a bigger focus of the company.

“Yahoo can twist,” said one source. “Microsoft has lots and lots of other options.”

According to sources close to the company, for example, Microsoft’s bankers had been putting out subtle signals to Facebook to see if it would be open to a full buyout.

Microsoft already invested $240 million in the hot social-networking site, an investment that gave Facebook its kooky $15 billion valuation.

And its execs have long told Facebook execs they wouldn’t mind a bigger bite–um, like all of it.

“We just wanted to gauge their interest, more than any real effort,” said another source, who expects Facebook to stick to its longish path to an eventual IPO.

But, as is no secret, Microsoft has selections all over Silicon Valley to help it improve its Internet chances.

Those would include buying bigger vertical sites in strong categories like autos or jobs or finance, and also scooping up smaller but fast-growing socially oriented sites like Digg, Meebo, Yelp or focusing on ad plays like Spot Runner (which just got another big dollop of funding).

There might even be some sense in spinning some of these and all Microsoft Web units off into a separate Internet company, which would be another way of integrating even bigger deals for properties like Time Warner’s (TWX) AOL or News Corp.’s (NWS) MySpace (which are longer shots, I think).

In a post I did in February right after Yahoo rebuffed Microsoft for the first time, I suggested such a course for the company.

As I wrote:

Here’s a list: LinkedIn. Digg. Flixster. Slide or RockYou. Veoh. WordPress. Sphere. Sugar. Some international stuff. And more.

Then, some noted, Microsoft would have to give massive financial incentives to those entrepreneurs to stay and thrive. Most importantly, it would have to keep its Redmond hands from interfering.

Now that would send shivers up the spine of Larry and Sergey.”

And that, most of all, would be more like icing on the cake for Microsoft and be much more tasty than a bowl full of granola.

And, as Martha Stewart says: It’s a good thing.

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.

Be careful what you wish for, Jerry Yang.

Because after talking to a dozen Yahoo (YHOO) execs over the weekend after the Microsoft (MSFT) takeover deal cratered, most of whom are vice presidents or above, I have to say that your stock drop isn’t the worst thing you will have to deal with this morning when you pull up at work.

The worst? That’ll be the very hairy eyeballs you will be getting from a lot more of your employees, who are scared silly and a lot peeved by the limb many feel you have dragged them and their stock options out onto.

A major decline in the share price today was of prime concern to those I interviewed, with most hoping it would not dip below $20, based on the possibility of signing a long-rumored ad outsourcing deal with Google (GOOG) soon that could potentially keep the stock higher.

Also of concern: making too many sudden moves to placate Wall Street, like a possible alternative merger with AOL (TWX) (which the Yahoo troops still don’t seem to welcome).

But causing particular dismay was the image of Yahoo’s top execs high-fiving after Microsoft CEO Steve Ballmer walked away from the deal, an act reported in the New York Times this weekend after the deal was scotched.

“That was very telling, if it was true,” said one exec, who–like everyone–did not want to be named. “It shows a complete lack of connection to the balance of the company.”

And that was the nice quote!

Last night, Yang tried to placate employees a bit by posting an aptly named communication, “OK, so now what,” on Yahoo’s blog called (not so aptly) Yodel Anecdotal. He also took a slap at, presumably, Microsoft’s PR effort and the press coverage around the takeover attempt.

“By the way, I’m sure you’ve all read or watched the news about this. Frankly, there’s a lot of nonsense and misinformation in what’s being reported. Just so we are all clear, here’s what happened. The board took its mission very seriously. We clearly indicated to Microsoft that we were open to a transaction but only if it were on terms that fully recognized the value of Yahoo and was in the best interests of our stockholders.

“No one is celebrating about the outcome of these past three months… and no one should.”

So no high-fiving anymore, right? And, just so we are all clear, everyone at Yahoo I talked to sure isn’t celebrating.

So, here’s a sampling of the feelings, none of which were positive, even though BoomTown tried mightily to get someone to render a more sanguine spin on the proceedings:

“I am in shock.”

“I don’t know if we won or we lost. I think we lost.”

“I don’t love that it was Microsoft, but I think everyone thought $33 was a pretty good offer from a pretty good tech company.”

“Having to face my staff tomorrow will not be so much fun and I need some Prozac, since I don’t know what I can say to them about how our leadership is going to get our company going again.”

“Where’s the Jelly memo when you need it?”

“I can’t really talk to Jerry, since it is difficult to tell a founder tough things he probably needs to hear.”

And, “Do you think we need to do an intervention with Jerry and the board?”

I am not sure that would work, but most employees I talked to thought a new leader at the top of Yahoo would be a good idea to give employees a fresh start and a new outlook.

Suggestions ranged from former Yahoo COO Dan Rosensweig to former Viacom (VIA) CEO Tom Freston to former eBay (EBAY) CEO Meg Whitman (pictured here).

“Jerry could become chairman, Sue [Decker] could remain president and then someone who can really charge in and make drastic change could be CEO,” suggested one exec. “Do you think Meg Whitman would do it?”

Um, no. But, ironically, Whitman was almost Yahoo CEO in a potential merger between Yahoo and eBay that never happened in the late 1990s.

As they will also say someday about 2008’s stillborn takeover of Yahoo by Microsoft: Could’ve, would’ve, should’ve.

But didn’t.

Bill Gates and Steve Ballmer of Microsoft (MSFT). News Corp.’s (NWS) Rupert Murdoch. Jeff Bewkes of Time Warner (TWX). Yahoo’s (YHOO) Jerry Yang.

All of them engaged in roiling Internet deal-making of late and all of them in just three weeks on the same stage–but not, thankfully, at the same time, or we’d need a professional negotiator–at the 6th D: All Things Digital conference in Carlsbad, Calif.

The annual gathering of tech and media luminaries was created and is run by my amazing partner Walt Mossberg and me (see us here at D5) and will take place May 27 to 29.

The conference, as we describe it on our Web site, is “unlike any other executive conference.” What we mean by that is that we try to determine the next direction of the digital revolution via unscripted and informal, but pointed, conversations about the impact of digital technology with industry leaders.

In other words, Walt and I needling at the major players of the digital sector, until they give up the good stuff.

The other digital and media leaders coming? That would be: Mark Zuckerberg and Sheryl Sandberg of Facebook; Michael Dell of Dell Computer (DELL); IAC’s (IACI) Barry Diller; Amazon’s (AMZN) Jeff Bezos; Howard Stringer of Sony (SNE); and TiVo’s (TIVO) Tom Rogers.

Also: Tom Glocer of Thomson Reuters (TRI); Melinda Gates of the Gates Foundation; FCC Chairman Kevin Martin; Lowell McAdam of Verizon Wireless (VZ); Activision’s (ATVI) Robert Kotick; and former Microsoft tech guru and Nathan Myhrvold of Intellectual Ventures.

To say our timing is impeccably planned would be undeserved–we had no idea so much news related to all these companies and their leaders would break out, from the tough economy to takeover battles to court face-offs to mergers to trying to create a whole new way of reading.

Also, there will be some–as yet under wraps–amazing demos onstage too.

While the analog conference has been sold out for many months, the action will be on the AllThingsD.com site throughout the conference with round-the-clock live blogging by Digital Daily’s John Paczkowski, as well as video highlights from stage.

In addition, we’ll be pointing all over the Web to important tech and media news that breaks at D6.

And we will also stream the entire conference in the weeks after the conference takes place, so ATD’s audience can experience the whole thing, even if they cannot all attend.

But anyone’s questions can be there, though–this year, you can submit questions to any of the speakers via text or video that you would like answered. Walt and I will pick the best ones and let loose. Ask early and often here!

Walt and I are very excited for D6, even after last year, when we brought together industry legends Bill Gates and Apple’s Steve Jobs, for an historic joint interview.

At the time, Walt and I joked that we would not be able to top that amazing event (the video of the entire interview is below).

That interview was nearly unbeatable, but we also think that with the top-level interviewees we have assembled for D6, that it is game on.

Until then, here’s the Gates/Jobs video from D5:

The blogosphere immediately jumped all over the inevitable meme that after the Yahoo (YHOO) deal fell apart, Microsoft (MSFT) CEO Steve Ballmer’s job was at risk.

What with the problems with the new Vista operating system and the general feeling that Microsoft’s Internet strategy is in shambles, the argument that Ballmer would be shown the door by an impatient board and replaced by former CEO and Founder Bill Gates was clear.

Actually, not so such much at all, but that has not stopped all the noise.

Maybe Ballmer should go and maybe not, but I would like some proof that’s not in evidence as yet.

Instead, this TechCrunch story was typical, full of assertions as easy to make with certainty, but just as easy to knock down.

First, it noted that Ballmer being the “big driver behind this deal at Microsoft–some would say to the point of obsession” had made him vulnerable to the board, which he was trying to impress with a “transformative” deal and that he was worried about being fired.

Actually, I would be worried if Ballmer was not obsessed, given that more than $40 billion is an awfully big bet.

And has anyone noticed how typically ineffectual most boards are (see Yahoo, see Time Warner [TWX], see them all)?

I doubt there is a major force on the board of threat to Ballmer, except Bill Gates, who has never shown the slightest inkling of turning on his longtime partner.

Also, Gates himself fumbled with regards to the Web, and he even wrote a book about not doing that in 1995, called “The Road Ahead.”

Microsoft has bungled the Internet? It’s out of touch when it comes to the Web? Its troops have too many lifers who cannot innovate? Google (GOOG) has cleaned their clock? What!?

Of course, this has been news to exactly no one for about a decade now.

In any case, the Yahoo purchase was not the worst of ideas, if a bit obvious–although I have written several times that Microsoft should have bought up other Web 2.0 companies instead of Yahoo.

Both sides acted cloddishly, to be sure, and I am sure Microsoft’s board and execs are smarting a bit from misjudging this foray–I myself wonder how they did they not anticipate just how recalcitrant Yahoo would be.

But Microsoft’s withdrawal was clearly a better path than a hostile proxy fight.

So it did not work out (as yet)? So what? And if Microsoft stock rises tomorrow on the news, of course, all will be forgiven.

In addition, TechCrunch uses a source that is not exactly reliable, quoting “one secondhand account that leaked to us yesterday before the deal was called off,” who tells tales of Ballmer’s ranting and raving about how he wouldn’t let the board “crucify” him.

Ballmer can sometimes be a loudmouthed popinjay!? What ho?!?

Also news to exactly three people in the tech sector and they have been in an isolation tank since 1976.

More to the point, I got that exact anonymous email too, and it was credible and from someone with some good information.

But I felt I could not use the Ballmer info without more proof (also, I would need to know who this person is or find other non-anonymous-to-me people to bear its assertions out).

While compelling and sent in very good faith by an obviously smart person, as many of these types of emails are, I figured the lively emailer was probably from someone close to or even one of the many disgruntled employees of Microsoft who did not like the Yahoo deal.

There were lots of them, as BoomTown reported here, but I determined the emails were just wishful thinking.

But you be the judge!

Here’s two sections from the emails I got in their entirety related to Ballmer (with some minor edits to protect the sender) that TechCrunch clearly used verbatim, so you can see the whole thing rather than the pulled quotes:

Ballmer really does think his job is on the line if he doesn’t close the Yahoo deal, and soon. He’s worried after the fiasco that was the Windows Vista launch, then this, the Board will ask Gates to stay on while they find someone to replace him. Apparently this has caused Ballmer to be more of a tyrant than ususal, yelling and screaming at employees for almost no reason. Some Microsofties are secretly wishing the deal falls through so that Ballmer will get the axe and Microsoft will get new leadership.”

and

The particular incident… was that an exec made a comment about not having to worry about Ballmer anymore if this Yahoo deal falls through. He didn’t realize Ballmer was within earshot. Ballmer started yelling and screaming that this deal would go through and that the board wouldn’t be able to ‘crucify’ him over this. The scuttlebutt suggests that the board was ready to walk because they fear this deal is proving to be to big of a distraction, but Ballmer is obsessed with making it happen in order to protect his job. The board gave him one more week to get it done….many in Microsoft belive Gates will stay on if asked because even Gates realizes that Ballmer needs to go.”

Like I said: Wishful thinking.

This, of course, does not absolve Ballmer from having to come up with some very smart moves and fast to at least keep competitive with archrival Google and also figure out a way to protect its Windows software franchise in the wake of Google’s cloud computing effort.

But that is a longer and more vicious ground war that will go one for a long time.

Yahoo might be Ballmer’s Vietnam or Iraq, as still other bloggers are writing, but let’s keep in mind that the first went on for decades and the second, unfortunately, is still slogging on.

Must we? We must!

Previously, BoomTown decoded the first mean Saturday letter, sent at the beginning of April by Microsoft (MSFT) CEO Steve Ballmer to Yahoo’s (YHOO) CEO Jerry Yang, in which Ballmer threatened to go hostile with his unsolicited takeover bid.

But this new one sent yesterday is a such a doozy that it cannot be ignored.

Thus, we wade in with really big boots.

Ballmer wrote: May 3, 2008

Dear Jerry:

Translation: Saturday, bloody Saturday. Redux!

Ballmer wrote: After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo.

Translation: It just occurred to me today that maybe you don’t like us and I am bereft. Despite copious evidence that I am, well, somewhat of a bully, do you know that I am really a very sensitive man and cry big sloppy tears when I am all by myself alone?

Ballmer wrote: I first want to convey my personal thanks to you, your management team, and Yahoo’s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

Translation: You like Google (GOOG) better, I see that now. All those times when I thought you were dealing with my unsolicited offer for Yahoo, all you were thinking of was Larry and Sergey, Larry and Sergey, Larry and Sergey.

I feel foolish now for throwing my tens of billions at you.

Ballmer wrote: I am disappointed that Yahoo has not moved toward accepting our offer. I first called you with our offer on Jan. 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62% premium at that time reflected the strength of these convictions.

Translation: When I called you on Jan. 31, I thought you would jump at the chance to get a 62% premium. Was it too much? Should I have been more withholding?

Ballmer wrote: In our conversations this week, we conveyed our willingness to raise our offer to $33 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70% compared to the price at which your stock closed on Jan. 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33 offer.

Translation: And still, it’s not enough. As Miss Aretha Franklin sings: “A little respect (sock it to me, sock it to me, sock it to me, sock it to me)/Whoa, babe (just a little bit)/A little respect (just a little bit).

Oh, snap!

Ballmer wrote: Also, after giving this week’s conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.

We regard with particular concern your apparent planning to respond to a “hostile” bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo undesirable to us for a number of reasons:

Translation: Marbles. Taking my. Home going.

And if you like Google so much, why don’t you marry it? (If you do, of course, my lobbyists in Washington will be at the ready to pounce!)

Ballmer wrote: – First, it would fundamentally undermine Yahoo’s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.

– It could foreclose any chance of a combination with any other search provider that is not already relying on Google’s search services.

Translation: Don’t you realize AdSense is only the beginning?

Don’t you see that Google will become self-aware in 2012 and start to build cybernetic organisms (living tissue over a metal endoskeleton) to send back and hunt down our future human leaders?

Don’t you know “Don’t Be Evil” is actually “Don’t Be Evil About Entertaining” and that it’s a…it’s a cookbook! (see below from “The Twilight Zone.”)

Ballmer wrote: Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft’s proposal to acquire Yahoo.

We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.

Translation: If you prick us, do we not bleed? If you tickle us, do we not laugh? If you poison us, do we not die? And if you wrong Microsoft, shall we not revenge?

(But no tickling!)

Ballmer wrote: I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.

But clearly a deal is not to be.

Translation: In the immortal words of Mr. Terminator himself, Arnold Schwarzenegger, from his role in “Last Action Hero” as Hamlet:

“To be or not to be. Not to be!” (See video below.)

Ballmer wrote: Thank you again for the time we have spent together discussing this.

Microsoft Corporation

Translation: Hasta la vista, Jerry! You won’t have Stevie to kick around anymore!

After today’s events, I guess you could say Yahoo (YHOO) and Microsoft (MSFT) tried, holding a series of meetings about a possible takeover that ended up proving exactly how incompatible the companies were.

Kind of like Oscar Madison and Felix Unger, but not funny in any way at all.

Consider a series of meetings, according to sources close to both companies, that took place over the last several weeks, which finally came after Microsoft CEO Steve Ballmer lobbed the Saturday stink-bomb letter to Yahoo in early April, saying he planned to go hostile.

That apparently prompted some movement out of Yahoo, which had been trying to avoid any kind of substantive discussions with Microsoft until then and had been spending its time looking for all sorts of semi-wacky alternatives.

Thus, according to sources close to Microsoft, a meeting on April 15 in Portland, Ore. (a state in which BoomTown said meetings were likely to take place last week).

At that meeting, Yahoo execs laid out the same case they had been doing for investors, a road-show presentation of the company’s growth plans to underscore its case for a higher valuation.

At the same time, Yahoo would not give a specific valuation for the company at that meeting, said sources.

But on a call with bankers and advisers from both sides on April 18, a big number was put forward by Yahoo of at least $40 a share. This was, of course, a nonstarter for Microsoft, which began plans for its hostile proxy fight.

As the deadline loomed on April 29, Yahoo sources said execs there wanted to avoid such a battle.

So Yang and Yahoo Chairman Roy Bostock held phone calls with Ballmer two times that day to suggest ways to avoid a hostile bid and also a walk-away move by Microsoft.

They also suggested, said Microsoft sources, other kinds of deals short of a merger, including a search partnership. Ballmer suggested a face-to-face meeting the next day, on April 30.

At that meeting, which took place in Silicon Valley at Yahoo’s law firm, Yang suggested $38. He also continued to press on major issues like possibly problematic regulatory issues around the pair’s email domination and also suggested the idea of a search deal, like the one Yahoo had been discussing with Google (GOOG).

Finally, as a last-ditch effort, Yang and David Filo–who founded Yahoo with Yang while the pair were at Stanford University as grad students–flew to Microsoft’s home in the Seattle area today to meet at the airport with Ballmer and also Kevin Johnson, the main Microsoft exec who had been spearheading the deal.

It was, of course, the kind of meeting–just the key execs alone–that should have taken place months ago.

Ballmer suggested $33 and a plan to assuage Yahoo’s regulatory worries, while Yang countered with $37, a price the board had approved, even though both Filo and Yang wanted the higher prices.

Worst of all, Yang told Ballmer that, if Microsoft chose to conduct a proxy fight, he would not abandon pursuing the deal with Google to outsource Yahoo’s online ad business, which Yahoo could sign even if Microsoft made a hostile bid.

Such a deal with its archrival, Microsoft execs thought, was impossible to accept and could also be hard to unwind.

“There was not a lot more to say after that,” said a source close to Microsoft.

Yang and Filo left the meeting, but the die was cast. While they expected a counter, Ballmer instead lowered the boom in a phone call and sent a letter saying so in detail soon after.

Another Yahoo source who was told the details of the meeting agreed that even today’s meeting was probably a lost cause.

“There has never been a moment when there was agreement on anything,” said the source. “Can you just imagine how a merger would have been with this as a prelude?”

Indeed. Cats and dogs. AOL and Time Warner (TWX). Oil and Water. Obama and Hillary. You get the picture.

After a months-long standoff, Microsoft (MSFT) has abandoned its bid for Yahoo (YHOO), people involved in the discussions said today.

Microsoft confirmed to BoomTown that talks between the two companies, which have been taking place all week, collapsed Saturday when they could not agree on a price.

According to sources close to Microsoft, the talks broke down this afternoon after a face-to-face meeting in the Seattle area that included Microsoft CEO Steve Ballmer, Kevin Johnson, president of Microsoft’s Platforms & Services Division and Yahoo Co-Founders Jerry Yang and David Filo.

According to sources, Microsoft offered $33 a share, and Yahoo countered with $37 a share. The talks went nowhere from there.

Microsoft was also concerned with the lack of friendly integration and other major strategic problems, including the email monopoly that would arise from the merger of the two companies, as well as any outsourcing ad deal Yahoo might sign with Microsoft archrival Google (GOOG) before Microsoft completed an acquisition.

In addition, Microsoft sources said, Yahoo requested other unspecified costs that Microsoft was unwilling to accept.

As BoomTown has written recently, there have been ongoing meetings between the two companies recently in a bid to avoid a nasty takeover battle.

According to sources close to Microsoft, they include a meeting on April 15 in Portland, Ore. (as BoomTown said here), another by phone on April 18 and a meeting that included Ballmer and Yang in California on April 30.

At several points during the last few weeks, Yahoo execs had asked for over $40 a share to consummate the deal, a price Microsoft rejected. Yahoo’s Yang subsequently called Ballmer with the lower $37 price, which was discussed today.

In a letter to Jerry Yang, Steve Ballmer said that Microsoft will not move forward with a proxy fight and will instead pursue a more “organic” strategy in the online advertising market.

…It is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo undesirable as an acquisition for Microsoft.”

A deal with Google is what Ballmer is specifically referring to in his last sentence.

That is not to say that Microsoft might not circle back and again attempt to acquire Yahoo at some point in the future, especially if the company’s stock tanks on Monday, as many expect it will.

That could be a problem for Yahoo in its quest to remain independent.

The options for Yahoo include a partnership with AOL (TWX) or News Corp. (NWS), an outsourcing deal with Google–which may present other antitrust problems–or actually improving its business.

That’s the one thing, of course, that’s been a problem for Yahoo managers and what landed them in this mess in the first place.

Yesterday, BoomTown wrote a piece about Yahoo’s worries about the scrutiny that the monopolistic combination of Yahoo Mail and Microsoft’s Hotmail would get if it merged with the software giant.

The issue–which has not gotten a lot of attention–is actually a major sticking point in the price negotiations going on this weekend between the companies, as Yahoo (YHOO) seeks solid downside protection, if the deal becomes mired in approval issues by governmental authorities due to email and instant messaging dominance on the Web.

But Microsoft (MSFT) does not want to pay more, of course. And so the legions of minions under increasingly-under-pressure–translation: more yelling than ever this week–CEO Steve Ballmer are hard at work this weekend on all-nighters to solve the problem, said several sources.

One solution is to spin off all the communications assets, said sources, into a separate company. In that case, the two brands would remain, so as not to inconvenience consumers, although all the back-end technologies to run the services would be merged.

The more drastic step is for Microsoft sell Hotmail to a third party, especially given that Yahoo Mail is considered a stronger brand. Hotmail has already been in the midst of a transition, including a recent name change to Windows Live Hotmail.

Microsoft’s mail offerings now include Hotmail and also Windows Live Mail. The latter offering would presumably remain at the merged company with its @live.com address.

But Hotmail is the candidate to be sold off (with the requisite marketing to try to port its users over to @live.com first).

And potential buyers? Well, not Google (GOOG), but there are many, including AOL (TWX), Comcast (CMCSA) and AT&T (T), as well as IAC/InterActiveCorp (IACI). As to price, that’s unclear, but it could be in the billions of dollars.

That’s another plus for Microsoft, which will obviously have to fork over more money if it wants to acquire Yahoo.

And, it is also priceless if Microsoft can minimize government interference in the deal, most especially any antitrust investigations related to its powerful email assets.

That must be a worry, since Microsoft and Yahoo completely dominate all email on the Internet. According to the most recent comScore (SCOR) figures, for example, Yahoo has 256 million users, while Microsoft has 255 million.

Google’s Gmail is a distant third with about 92 million users and AOL has about half that at 49 million.

The same domination is true in the instant messaging market, with Microsoft and Yahoo holding an 80% to 90% market share together.

Please see this disclosure related to me and Google.

Let’s move this back-and-forth- wrangling aspect of the story forward and get to the real issues in the Yahoo-Microsoft takeover battle, shall we?

So why is Yahoo’s board holding out for a higher price than Microsoft wants to offer to raise it?

From numerous reports, Microsoft (MSFT) seems willing to go to $33 a share, up from its original $31, while Yahoo (YHOO) and its shareholders are looking for from $35 to $37.

Are they simply looking for a bigger payday? Do they believe it is worth more, in spite of recent mismanagement? Do they want to save face, given the Internet company once had a $41 offer from the software giant? Is this just a big game of digital chicken?

Yes. Yes. Yes. And definitely.

But, according to sources close to Yahoo, one of the more important reasons Yahoo wants a higher price has a lot to do with worries about the domination of the email and communications market if a merger with Microsoft took place and the threat of regulatory action that would force the companies to divest those assets.

Sources said that Yahoo wants a large cushion in case the government finds the combination of Yahoo Mail and Hotmail too much.

It is.

That’s because Microsoft and Yahoo completely dominate all mail on the Internet. According to the most recent comScore (SCOR) figures, for example, Yahoo has 256 million users, while Microsoft has 255 million.

Google’s (GOOG) Gmail is a distant third with about 92 million users and AOL (TWX)–which kind of started off the whole email craze among consumers–has about half that at 49 million.

The same is true in the instant messaging market, with Microsoft and Yahoo holding an 80% to 90% market share together.

Calling David Boies! It all smells like antitrust investigation to me!

A high-ranking Yahoo source agrees. “We need a lot of reason to do the deal, because it could be very bumpy once we agree,” said the source. “How damaged would Yahoo be if it did not go through, or if important pieces of Yahoo had to be separated from the company?”

Some close to the company, though, would prefer a spinoff of its powerful communications products and services, in the case of a Yahoo-Microsoft union. “We could be the Google of communications,” said one source.

Of course, Google does not want this to happen. In a recent CNBC interview, Google CEO Eric Schmidt signaled the search giant’s intentions related to this thorny communications domination with a loaded quote:

“If they go ahead and the merger’s ultimately successful, it would be possible for Microsoft to integrate some of