With a $10 stock price, the turning down of Microsoft’s $31 a share offer, a collapsed search advertising deal with Google (GOOG), fleeing execs and bad news aplenty, it’s easy to blame Yahoo CEO Jerry Yang and call for his ouster.

After all, the buck does stop with him.

Or does it? Because, to my mind, if there is anyone to cast stones at in the ongoing crisis at Yahoo, BoomTown would have to toss a large boulder in the direction of the company’s incredibly shrinking board.

The board is, after all, Yang’s boss and the ones charged with keeping Yahoo (YHOO) on track. That’s why their apparent stasis is just astonishing, if it were not quite so appalling.

And that’s also the opinion of major Yahoo investors, who have been watching with horror as their equity in the company has also shrunk to an infinitesimal size, with little apparent movement by the directors of Yahoo.

“They have no sense of urgency or seem to feel any pressure to do anything, even though by every metric they have failed,” said one investor I recently spoke to, who has been in touch with some Yahoo board members recently. “Should they kick Jerry out? Should they restart talks with Microsoft? Should they consider other options to turn the company around? And while they’re telling me they are going to do something, nothing happens.”

Said another big investor: “With all the other things going on in the economy, I have just decided to move on and write Yahoo off…but the lack of action by the board is really hard to understand.”

What’s hard to know is exactly what new board member Carl Icahn–the billionaire shareholder activist (pictured here), who joined after a very public fight with Yahoo, along with two others he hand-picked, former Nextel CEO John Chapple and former Viacom exec Frank Biondi–has been up to.

Not much, it seems, for the typically noisy gadfly, who owns five percent of Yahoo and has lost a fortune doing so.

Last week, Icahn did suddenly pop up on CNBC and make a declaration: “We believe as large shareholders that eventually we at Yahoo should, if available, make a deal with Microsoft to do search. We could save a fortune at Yahoo if Microsoft could do search for us.”

Yang himself made a similar suggestion at the Web 2.0 Summit last week that Yahoo was open to a deal to sell the whole company to Microsoft.

It was an offer Microsoft (MSFT) CEO Steve Ballmer shot down the very next day, although the software giant is still obviously interested in a search deal.

But sources at Microsoft tell me that Ballmer has said recently that he has no idea who to work with at the company to get anything done and that Yahoo–especially its board, since his relations with Yang have not been successful–has to be the one to act first.

That means, of course, that the ball is squarely in the Yahoo board’s court to do something–at this point, really, anything.

And those directors should be hard at work trying to hit it, instead of not even deigning to take a swing.

In another micro-move in the fight between activist shareholders and CNET, the Delaware Supreme Court has given the thumbs-up to a lower court ruling that the Jana Partners group can nominate a slate of directors to the board of the San Francisco-based tech news and reviews site.

CNET (CNET) has been fighting these efforts by Jana–along with Sandell Asset Management, Alex Interactive Media, Spark Capital and Velocity Interactive Group–to nominate two directors and expand the board and add more of their own nominees–claiming it was contrary to its bylaws.

Apparently not!

What does this mean? Of course, that’s not clear at all, since Jana cannot force other shareholders to help them get what they want.

In fact, some other CNET shareholders I have queried recently seem nonplussed by either side in the fight over the future direction of CNET.

But while the mano-a-mano between the pair is certainly not as fast-moving as the Yahoo-Microsoft-and-now-Carl Icahn! mess, it has had some action.

On April 1, for example, Jana issued a testy report about the company, noting:

“CNET’s current leadership now claims it can reverse course and begin creating shareholder value, but we believe they have offered no evidence that they can do so. Despite years of shareholder value destruction, CNET’s leadership during this time failed to act on the urgent need to make fundamental strategic and operational change, instead pursuing a failed expansion strategy even as CNET fell further behind. CNET’s leadership did not even start examining the basics of improving performance until we called for change, both publicly and directly with CNET’s Board of Directors.”

CNET, natch, disagreed: “CNET Networks added that while it welcomes the views of its stockholders, after a preliminary review, the white paper contains numerous misstatements and is misleading in many respects. The Company will respond in due course.”

Of course, BoomTown is poised to head over to CNET’s Second Street HQ to video-query CEO Neil Ashe tout de suite.

Neil, we’re waiting by the phone!

After dissident shareholders, led by Jana Partners, landed one right in the kisser to the board and management of CNET Networks yesterday–releasing a 38-page report that essentially called the company’s leadership incompetent, the tech news and review site gave the literary effort a kiss-off of its own.

First, rather politely, CNET said that Jana’s proposed strategies, which called for a major overhaul of all aspects of CNET’s operation, “will be carefully reviewed. To the extent there are any new strategies that would create stockholder value, they will be implemented.”

But wait for it!

The statement continued: “CNET Networks added that while it welcomes the views of its stockholders, after a preliminary review, the white paper contains numerous misstatements and is misleading in many respects. The Company will respond in due course.”

BoomTown looks forward to that response, especially since the Jana group pulled no punches in its initial parry, writing in the report:

“The current leadership of CNET Networks Inc. (”CNET” or the “Company”) has presided over massive value destruction…CNET’s current leadership now claims it can reverse course and begin creating shareholder value, but we believe they have offered no evidence that they can do so. Despite years of shareholder value destruction, CNET’s leadership during this time failed to act on the urgent need to make fundamental strategic and operational change, instead pursuing a failed expansion strategy even as CNET fell further behind…In addition, we believe CNET’s Board and senior management lack the industry-specific experience and expertise to stop this shareholder value destruction.”

And did they mention “value destruction”?

Unfortunately, for CNET (CNET) Networks, it’s not an April Fool’s joke, but more lump of coal to the tech news and review site’s management and board.

Today, a group of very obviously stubborn activist investors, who have been seeking to gain CNET board seats and make other major changes at the company to boost its moribund stock price, will release their own assessment of the situation at the company called, “CNET: Value-Unlocking Change For All Shareholders.”

And their conclusion is no surprise: CNET has failed to deliver for shareholders and its whole operation, along with the board and executive suite, need a complete overhaul.

Since CNET’s major shareholders have been relatively passive and complacent, despite recent declines in the company’s stock price, it is not clear exactly how effective such tactics will be.

And last week, CNET kind of beat the disgruntled group to the punch by throttling itself and announcing that it was conducting layoffs and also making a variety of key changes, as part of a task force to improve the company’s performance.

As BoomTown wrote in a post about the situation:

Thus, to assuage Wall Street, the courts and, well, to look like it was getting busy, CNET laid off 10 percent of its U.S. workforce, or 120 employees, as well as saying it would be fixing a range of other things gone wrong at the company.

That included cutting costs, upgrading technology, rejiggering content offerings, fixing the sales process and “implementing business unit changes to realign resources to support the company’s strategic priorities and promote efficiencies.”

Well, at least the bathrooms are in good working order! But otherwise, that would be everything, right?

Interestingly, the 38-page report–prepared by an activist group led by Jana Partners, and includes Alex Interactive Media, Sandell Asset Management, Spark Capital Management and Velocity Interactive Management–agrees, except that it wants to shove aside the current crew at CNET and be the ones to make the needed changes.

As the group notes in the report’s executive summary not-so-subtly titled “CNET’s Destruction of Shareholder Value”:

The current leadership of CNET Networks Inc. (”CNET” or the “Company”) has presided over massive value destruction, with CNET’s shares declining (25)%, (52)% and (21)% in the one, two and three year periods ended March 28, 2008, respectively, compared to 39%, 6% and (1)% changes, respectively, for its stated benchmark peer index, as set forth herein. Also as set forth herein, CNET has also consistently underperformed peers in profitability and growth, ranking last among these peers in key metrics. This underperformance comes despite CNET’s premiere assets, including the tenth largest collection of Internet sites in the world and strong brands and content.

CNET’s current leadership now claims it can reverse course and begin creating shareholder value, but we believe they have offered no evidence that they can do so. Despite years of shareholder value destruction, CNET’s leadership during this time failed to act on the urgent need to make fundamental strategic and operational change, instead pursuing a failed expansion strategy even as CNET fell further behind. CNET’s leadership did not even start examining the basics of improving performance until we called for change, both publicly and directly with CNET’s Board of Directors.

In addition, we believe CNET’s Board and senior management lack the industry-specific experience and expertise to stop this shareholder value destruction. CNET’s Board of Directors’ backgrounds in our opinion are primarily in traditional media or early-stage technology rather than today’s digital media landscape, while its senior management team consists primarily of first time senior public company executives without significant operational experience at large Internet companies other than CNET.

Also, they take candy from babies!

Okay, maybe not that, but the group, which admits in the report that it is only an external review, posits that CNET needs a new board, made up–natch!–of its selected members.

That includes former AOL head Jon Miller, CAA exec Brian Weinstein and other Web execs from IAC and Overture, as well as reps from Spark and Jana.

The report also insults CNET’s expansion into verticals, such as shopping service MySimon, and calls its transition to Web 2.0 technology cloddish.

As for recommendations, the report says CNET must improve things like its monetization infrastructure, build a vertical ad network, make third-party ad deals, turbocharge its SEO techniques, add in more social media doodads, fix its publishing and content management system and, of course, cut costs.

The report also denies that the activist group is seeking to control the company, in order to essentially buy it without paying a premium, as CNET has contended.

And, finally, it outlines the grim road to the current tensions between CNET and the Jana group, including failed settlement talks, corporate moves and countermoves and, inevitably, the legal action.

For now, CNET’s board and management do not seem inclined to change their stance on its mano-a-mano with Jana, which recently won in court over being allowed to nominate directors to the board of the company. CNET has said it would appeal that ruling.

Clearly, CNET is taking a hard line, despite the fact that it has a somewhat weak position in regards to its glaringly obvious performance issues.

Thus the report from Jana, which is, basically, a we’ll-see-about-that! response.

In fact, as the report notes at the end:

CEO Neil Ashe has referred to this contest as a ‘chess game,’ which we believe perfectly encapsulates CNET’s misunderstanding of the situation. This should not be a game of legal tactics but a debate about the future of CNET and who is best qualified to guide the strategic direction of the Company and create maximum shareholder value.

No checkmate yet, of course, but now it is clearly CNET’s move.

Eric Jackson–who made a very correct nuisance of himself at Yahoo’s annual meeting back in June of 2007 by loudly complaining of management’s weak performance directly to then-CEO Terry Semel and other execs, forming a grassroots shareholder group called “Yahoo! Plan B” and also posting his thoughts on a Web site called “Breakout Performance”–is back.

In an open letter on his site, Jackson takes aim again, this time at the Yahoo board with an online petition. “We believe that the Yahoo! board does not have the moral authority to represent our views as shareholders in discussions with Microsoft or any other company who wants to buy Yahoo!,” it reads. “Therefore, we will band together as a group and agree to sell our Yahoo! shares to the highest bidder. There is currently an offer on the table from Microsoft for $29 (at Microsoft’s current valuation). We view that as a floor bid. We will tender our shares to Microsoft or any other bidder (e.g., AT&T, NBC, News Corp., Comcast, etc.) who makes a better offer than this.”

Asking shareholders to sign an informal pledge, it went on: “If we remain isolated, disenfranchised shareholders (whether we are an individual owning one share or we are a large institutional investor owning thousands of shares), we are powerless to control how Yahoo!’s board acts in getting the best possible outcome for us. If we band together, we can control our own destiny.”

Jackson, who now runs an activist investment firm in Florida called Ironfire Capital, appears to have just over 2.1 million shares pledged (Jackson has 96 shares himself, which makes this all the more delicious).

Here’s a video he did and, below it, he appears in a post and video I did from that Yahoo annual meeting called “I Went to the Yahoo’s Annual Meeting and All I Got Were These Purple Balloons,” in which he appears (and is quite prescient, in fact, as is BoomTown at the end with our Yahoo-as-deflated-balloon prediction):