BoomTown is at the lovely Santa Clara Marriott in Silicon Valley at the 2009 Yahoo annual meeting, liveblogging the event, which should be spectacularly dull.

Here is a rundown of what went on.

10:05 am: The meeting kicked off with a little video presentation with various and sundry television talking heads saying “Yahoo” in quick succession.

Actually, this was the year during which all of those hype-magnets repeated “Twitter”–the hottest media trend these days–so many times that it has began to make my ears bleed.

But I like the spirit of trying to make Yahoo (YHOO) seem relevant and innovative again.

Then, CEO Carol Bartz (pictured below) walked onto the small stage in the California Ballroom, declaring: “Well, that made me feel good.”

Exactly when does Carol not feel good?

She explained why: “I am having a ball,” speaking about her rehaul job at Yahoo, and then thanked shareholders after what was “a tough year last year.”

The board was introduced, with most of them being present at the meeting, except for Ron Burkle and Carl Icahn.

10:12 am: General Counsel Mike Callahan comes on with the blah-blah-blah about rules and votes.

I soon started thinking of the lovely breakfast pastries outside that I passed by outside. Drat!

This year, the 12-member board, now including Bartz, was up for reelection.

Last year, as you might remember, many of those board members were under siege by shareholder discontent.

Not in 2009. A major shareholder who was unhappy last year told me there would be no protest vote.

“Carol is doing a good job,” said the investor.

Yahoo was also asking for approval of its accounting firm, Price Waterhouse.

There were several important votes before the shareholders.

One was a standard one regarding executive compensation or a “say on pay” proposal, which was introduced by an outside stockholder.

Yahoo’s board recommended against it.

Another proposal regarded changes to be made to a 1995 stock plan and to a 1996 employee stock purchase plan.

The latter was most important, because it was a request to authorize more shares for future employee options grants. It will mean a large addition to the pool–30 million more shares–if authorized.

The stock will be used to keep valuable Yahoo talent in place. Good idea.

10:23 am: The floor was then opened for comments on the proposal and ballots were collected.

I was not on the edge of my seat.

Like clockwork or an election in the former Soviet Union, the board was elected, the stock plans approved and Price Waterhouse was in.

The “say for pay” proposal? It went down in defeat.

The people have spoken!

10:29 pm: Bartz took back the stage, which immediately livened things up.

She went through the history of her coming to Yahoo, which began with former Yahoo CEO and Co-Founder Jerry Yang (pictured here) asking if she was interested in the job at a Cisco (CSCO) board meeting.

Both are on its board.

Bartz also briefly recounted her meeting with Yang at his house, although she minimized the insulting aspect of the story.

She has maximized it in other tellings–such as in an onstage interview with me recently at the D: All Things Digital conference.

The basic thrust of the story was that Yahoo was a big mess that needed the Carol treatment.

Bartz, of course, did not stress that as much today. After all, Yang was sitting right in front of her.

Bartz noted that she has been asked about two things since coming on board:

What about a deal with Microsoft? And what the heck is Yahoo anyway?

She had nothing to say about Microsoft (MSFT) and said it would be said publicly only after any such deal was struck.

Actually, she has commented about talks with the software giant publicly many times, but let’s overlook that.

The Bartz went into the definition of Yahoo. It’s simple, she said. The largest global online media company. With technology. That everyone knows. Plus email.

10:34 am: Bartz ran through the new staff she has put in place, such as CMO Elisa Steele and others.

She then moved onto the top-to-bottom reviews she has been doing of Yahoo.

Including what she dubbed “space debris,” which are Yahoo sites that should be shut down, repaired or outsourced.

Bartz’s tone? Calm and comforting and reassuring–less the live wire she usually telegraphs and more the I’m-in-charge-here-so-remain-calm vibe.

She hit all the big targets, for good measure. Front page. Mobile. And, of course, advertising.

“Yahoo has a distinct opportunity in this area,” said Bartz, referring to its online display ad business. “Advertisers come to us.”

She ended by calling Yahoo a “home,” which is one theme the company is considering using as a brand strategy in an massive overhaul it is working on.

10:45 am: The floor was open for questions.

The first was a good one. Essentially, why is Google (GOOG) such a money machine when Yahoo is not? And why are its workers so much more productive in comparison?

“We have a very different model than Google,” said Bartz. “It has a cleaner process.”

As in, it is better at vacuuming up the dough!

Bartz, who has been trying mightily to end the Yahoo/Google comparison (smart move!), did not really give an answer.

“Please, this direct comparison model to Google is not fair and is frankly not relevant,” she said.

Well, it is actually quite a bit fair and a lot relevant, but we shall also overlook that one too (for now).

10:49 am: A fan question about how it was good that Bartz has been taking the focus off of the Microsoft issue too.

He also liked that she said she would take piles of money from the software giant, though, in a search partnership deal.

Then, the questioner dived right into the weeds, with questions about the front page, such as having too much dopey entertainment news on it.

Especially all that Jon & Kate and their gazillion kids crap!

This is a favorite meme for Bartz, who proceeded to quickly one-up the question by strafing a perfect celebrity target.

“If I see another Britney Spears item, I am going to throw up,” she declared in nauseous solidarity.

She then mentioned something called a “fluffometer,” which is apparently taking care of this most pressing issue of our time–the Lindsay Lohan threat.

Will it defluff Yahoo?

Inquiring minds want to know.

10:54 am: The inevitable China question was asked, of course, a query which has always tripped up previous Yahoo management.

“It’s very easy to get crosswise,” said Bartz, trying not to get crosswise.

She mentioned a recent human rights summit Yahoo had hosted. “We have actually done a lot, but it is never enough.”

Well, actually, Yahoo and many others did not do enough previously, but Bartz was pretty much steering clear of the thorny realities of doing business in China.

Then came the “vision” question.

Actually, Bartz said it was not about vision, but about growth. “We don’t have a vision problem, we have an execution problem,” she said.

Another question was asked about Internet censorship in China.

“I’m going to go real simple here: Yahoo was not incorporated to fix China,” she said. “It’s that simple.”

Bartz said the company was not going to take on every government in the world and that its “mistake”–referring to activists jailed due to Yahoo handing over information to the Chinese government–should not hound it forever.

Well, it should, but point taken.

The next question was about Iran and how popular Twitter is. Bartz said Yahoo was also in there.

11:04 am: A questioner asked about Facebook and why the social networking site was so popular, even though Yahoo had better products.

Bartz said Yahoo was working hard on making those products more social.

The next questioner asked about whether another Google partnership deal with Yahoo could be reborn. That deal went down in defeat last year.

“Justice is Justice,” said Bartz, referring to the federal government department’s opposition to the deal.

As in, you don’t tug on Superman’s cape, you don’t spit into the wind, you don’t pull the mask off the old Lone Ranger and you don’t mess around with Uncle Sam.

The next questioner asked about why Yahoo always told shareholders at meetings like this that it was doing great every year and then didn’t deliver.

Bear with us, said Bartz.

As to selling off its Alibaba assets in China: Not a good time to sell.

11:09 am: A questioner asked whether Yahoo might buy a newspaper, like the New York Times (NYT).

Yes, that would be a good move–out of the frying pan into the fire!

I was sitting right next to one of its reporters, Miguel Helft. No comment!

Bartz then thanked the Yahoo shareholders for having faith.

As I said, it was Bartz’s first annual meeting. But, for Yahoo investors over the last several years, having a lot of faith–too often tested–kind of comes with the territory.

The Microsoft antitrust trial seems like a distant memory, doesn’t it?

Not quite yet to the Justice Department, it seems, which asked the federal judge overseeing the 2002 settlement with federal and state regulators yesterday to extend her oversight of some of the judgment another 18 months.

The Justice Department said it wants that extended to make sure Microsoft fully complies with the requirement that technical documentation to licensees is crackerjack.

And Microsoft (MSFT) has agreed to be under the watch until May, 2011.

U.S. District Court Judge Colleen Kollar-Kotelly’s oversight of the software giant was supposed to run out this November. She must approve the extension.

Here’s the U.S. Department of Justice’s press release on the issue:

Justice Department Requests Extension of Microsoft Final Judgment

Microsoft Agrees to 18-Month Extension, Subject to Court Approval

WASHINGTON, April 16 /PRNewswire-USNewswire/–The Department of Justice told the U.S. District Court for the District of Columbia today that it is necessary to extend the term of certain portions of the Microsoft final judgment by at least 18 months. The Department said that an extension is necessary to ensure the quality of the technical documentation Microsoft provides to licensees.

The Department’s Antitrust Division made its views known today as part of its Joint Status Report to Judge Colleen Kollar-Kotelly of the U.S. District Court for the District of Columbia. The Antitrust Division enforces the final judgment in conjunction with antitrust enforcers from 17 states and the District of Columbia, which along with Microsoft joined in today’s filing with the court.

In 2006, Microsoft agreed to a two-year extension of the communications protocol licensing program contained in Section III.E of the final judgment, along with all of the final judgment’s enforcement provisions. Microsoft also agreed that the Department and state antitrust enforcement agencies may, at their discretion, apply to the court for an additional extension of all or part of the extended provisions of the final judgment for a period of up to three additional years, through November 2012. The United States is exercising its right under this provision to seek an extension of Section III.E and its supporting provisions through May 12, 2011. Without this action, the final judgment would have expired on Nov. 12, 2009.

Section III.E of the final judgment requires that Microsoft make available to competing server software developers, on reasonable and non-discriminatory terms, certain technology used by Microsoft to make its server operating systems interoperate with client PCs running the Windows operating system. Microsoft must provide licensees with technical documentation that is designed to enable them to use this technology in their own server products so that those products work better with Windows.

In past status reports, the Department reported to the court its concerns with the quality of the technical documentation Microsoft provides to licensees under this program and with the length of time it is taking Microsoft to improve that documentation.

The Department today also submitted the necessary papers to the court for its consideration.

Today, for interested lawyers, the American Bar Association is hosting a “brown bag” lunch and discussion in Washington, D.C. on the now-scuttled Google/Yahoo deal.

Ominously titled: THE GOOGLE/YAHOO! AGREEMENT AND ITS IMPLICATIONS FOR FUTURE ANTITRUST ENFORCEMENT IN ONLINE ADVERTISING, the event will be held at noon until 1:30 pm EST at the law offices of Cadwalader, Wickersham & Taft at 1201 F Street NW. (Cadwalader worked for Microsoft on its failed Yahoo bid, by the way.)

Still, the gathering could not come at a more perfect time, given that comScore’s 2008 Digital Year In Review report, released yesterday, showed the power of Google (GOOG) at an all-time high, no matter how much Yahoo-chasing, lawyer-rattling and lobbying Microsoft (MSFT) has done.

According to Digital Daily’s John Paczkowski:

“Google began the year claiming 58.5 percent of all search queries and ended it with 63.5 percent. Moreover, of the 137 billion search queries conducted in the states last year, 85 billion were handled by Google. That means Google claimed nearly 90 percent of the total growth in search query volume for the year.”

In addition, Google was ranked as the top U.S. Internet property for 2008 and its influence even outpaced Internet growth. The U.S. Internet population grew four percent in 2008, while Google sites, such as the flagship Google, YouTube and Blogger, grew 12 percent.

Yahoo (YHOO) and Microsoft have both lagged far behind in the search market.

BoomTown’s translation of those scary-Google stats: The Justice Department Lawyer–Antitrust Division–Employment Act of, say, 2015.

Here’s the description of the event, so those lawyers can be ready when that particular rapture–for Microsoft, at least–takes place:

When Google and Yahoo! abandoned their proposed agreement last November, the Justice Department issued a statement identifying relevant antitrust markets and addressing the likelihood of anticompetitive effects.

Recordings of this Brown Bag Program will be posted on the Section’s website Members Only area and are downloadable in an MP3 format, free of charge, at http://www.abanet.org/antitrust/at-bb/bb-audio.shtml.

When reports came out last week that Google and Yahoo were downsizing their controversial search advertising deal, I told a Yahoo exec I happened to be having dinner with that that it was the surest sign that the search giant was about to dump the long-suffering Internet portal.

The exec, who made the case that the deal was always tactical, and not strategic, laughed. For all its problems, Yahoo (YHOO) has always been a straight-up player and such sneaky machinations are not its strong suit.

Google, not so much.

After all, Google (GOOG) had already tried using The Wall Street Journal the week before to try out an our-way-or-the-highway tactic to play chicken with the Justice Department, to no avail.

As I wrote:

And, while it might be testing the Justice Department in hopes of salvaging the deal, I suspect Google–as much as its founders want to help out Yahoo CEO Jerry Yang and block Microsoft at the same time–is just now figuring out that walking might actually be the best move.”

Then in a sudden switcheroo just days later, Google was doing the docile-dog play, using the Journal again to signal that it was willing to compromise drastically to do a deal and trying more to look cooperative with the Justice Department.

Now, Google is not some Internet Sybil–way out of the deal one week and in another. Instead, it was creating what one might call “plausible deniability,” a Washington, D.C. term that essentially means covering your own petard.

Despite Google’s last-minute theatrics of cooperation, I am sure the decision had long been made at its California Googleplex lair that it would bow out.

After all, many top execs at the company were dead set against it from the start, mostly due to the undue scrutiny it would bring to Google. Those execs now had plenty of ammo to mercilessly strafe the deal from behind.

Early on, that was also a big worry of Google’s own operatives in D.C., who expressed concern–largely ignored at HQ, where execs really do see themselves as not even slightly evil–about its growing image as a scary behemoth.

Well, that picture is now most definitely solidified in the minds of regulators, helped along by the dangerous pontificating by CEO Eric Schmidt a little while back, who haughtily declared that Google would move forward with or without government approval.

“Time is money in our business,” said Schmidt, in a quote that I am sure he would like to take back now.

It was just the arrogant kind of attitude that Microsoft (MSFT) lobbyists, who have been hitting this deal hard like an old bass drum, needed in order to paint an ugly picture of Google in D.C.

And–more troublesome for Google–it gave advertisers and publishers, many of whom have long harbored fear of the company’s growing power, the courage to speak out, which they did in droves, along with many public interest groups.

But, as has been clear for a while, the Justice Department–after making its own big and noisy deal in its veiled public leaks of outside litigators and such–had to move forward with a lawsuit, and before the election was over.

And, indeed, as I have long maintained, stopping the deal was the right move all along, because a partnership between the No. 1 and No. 2 players just never should be allowed, however slight in its configuration.

As I wrote in April:

So, any further hook-up between the two seems sure to become the Justice Department Lawyer Employment Act of 2008, the likes of which we have not seen since Microsoft got its turn at being deservedly whacked for being a monopolist back in the last century.

Let’s face it, outside of those who cannot seem to shake the annoying Kumbaya mentality over at Google, a Yahoo-Google partnership is simply fantastical, like some out-of-control Dr. Seuss ditty.

They could not, would not with a goat. They would not, could not on a boat. They will not share an algorithm, they will not, will not, Jerry-I-Am.”

Because, although Google has almost none of the obvious menacing aggression that characterized Microsoft when it thoroughly dominated tech, the government was never going to allow such a clearly dominant company in search to strike such a deal, given the obvious antitrust implications.

As I also said then: “It is bad for advertisers, it is bad for consumers, it is bad for innovation, no matter how well-intentioned Google is.”

Thus, the die was cast for the inevitable dumping of Yahoo, in a hasta-la-vista-baby letter this morning terminating the partnership, which Yahoo should have seen coming many miles away.

Sources close to the company, which has been justifiably irked about how Google has handled itself with the Justice Department, said execs at Yahoo might have expected the move, but were deeply disappointed too.

(Here is Yahoo President Sue Decker’s memo on the collapse of the partnership.)

At least the very least, Yahoo did use the deal to escape the clutches of Microsoft in the midst of an ugly takeover battle, which investors now wish it had not, given its stock price is now half of what it was then.

And, indeed, it was perfectly tactical in that regard, using the software giant’s archrival, Google, to poke Microsoft relentlessly.

But Google would only prod so much, until it adversely impacted its own main goal of quiet but inevitable domination over search and, in fact, all online advertising.

When it did just that, dragging Google into a thorny briar patch, the company inevitably resorted to one of its internal mantras, “Feed the winners, starve the losers.”

Time will tell just how much a loser Yahoo will be from this latest bump in its current pothole-filled journey.

As to the candy-colored Google image? Well, it’s definitely not as sweet as it used to be.

Please see this disclosure related to me and Google.

Are Google and Yahoo thinking of walking of away from their controversial search advertising deal, as reported in an amusingly hedged report in The Wall Street Journal last night?

How’s this for covering your bases in a story: “Following a meeting Thursday with the Justice Department, the companies could announce a decision to back away from the partnership–or a last-minute resolution, if one is reached–by the middle of next week, according to these sources.”

So they will back away unless, of course, they don’t and soon?

I would bet my Barry Manilow record collection, based on rumblings on Wednesday among those close to the case, that Google (GOOG) is a key whispery source here, sending a very public signal to the Justice Department that it would walk if pushed too far and leave regulators with egg on their faces for not letting the search giant help the struggling Yahoo.

But, let me be even more concrete, since The Journal report is dead wrong on at least one count. I can tell you for sure, based on many sources close to Yahoo (YHOO) that walking away is its last option, outside of a lawsuit, and it still hopes to make the partnership work.

That was underlined last night in a statement by Washington D.C.-based Yahoo spokeswoman Tracy Schmaler:

“We have been working with the Department of Justice regarding our agreement with Google and those discussions are ongoing. As we have said, we believe strongly that this agreement will strengthen Yahoo!’s competitive position in online advertising and will help to drive a more robust, higher quality Yahoo! marketplace for our advertisers, publishers and users.”

And I do not believe she is spinning here, even though that is her job.

Indeed, Yahoo can ill afford to pull out so easily, because it needs the revenue the deal might provide and simply cannot take the hit to its stock the collapse of the partnership would entail.

Such a series of one-two punches after its already tumultuous year would be devastating. It would also put Yahoo in the direct crosshairs of Microsoft CEO Steve Ballmer as its only partnering alternative in search.

Going it alone, of course, while preferable, is no longer an easy option for Yahoo, since keeping its No. 2 position in search would be expensive and brutal, especially sandwiched by No. 1 Google and No. 3 Microsoft (MSFT).

And, even more vexing, several sources at Time Warner (TWX) told me they are waiting until the resolution of the Yahoogle situation before consummating the ongoing merger discussions with Yahoo, because of the uncertainty of the impact on the Internet giant.

“It is linked to and just overhangs everything,” said one Yahoo exec about the long-pending Google partnership. “We want and need this deal, and would not be the ones to walk away first.”

As I have written, that would be Google, which benefits a lot from the will-they-or-won’t-they speculation here and cannot mind letting its intentions get some play (along with state attorneys general, who were also present at the Thursday meeting, and for whom leaking for simple self-aggrandizement is a basic character trait).

In fact, there was already much chatter that reached me on Wednesday that Google was sprinkling crumbs here and there to the media pigeons, all centered around the fact that it might balk at any onerous Justice Department demands, such as caps on search it could serve, or a consent decree that would require monitoring.

The Journal story mentioned the consent decree, which would be welcomed at Googleplex in Mountain view, Calif., like nonorganic mango nectar and bleached flour. The idea of regulators ferreting around its servers is simply not an option for the secretive company.

As I wrote early yesterday about the possibility of Google walking, in a predictive laundry list of options for Yahoogle earlier yesterday:

It seems far more likely that Google would do this than Yahoo, given its corporate culture is impatient with moving forward illogically (think Spock and you have the right picture of Google’s mindset).

I would imagine Google execs do not want to accept any caps or changes to the deal at all, and might conclude such restrictions make it not as worthwhile…

Plus, the joy of government regulators breathing down your neck 24/7 is, well, priceless, especially after Google CEO Eric Schmidt told regulators he would move forward with or without them.

While Google has now perhaps permanently put the government on notice that is must be more scrutinized than ever going forward with that unfortunate statement, I would be surprised if Google accepted any substantial changes to the deal.”

And, while it might be testing the Justice Department in hopes of salvaging the deal, I suspect Google–as much as its founders want to help out Yahoo CEO Jerry Yang and block Microsoft at the same time–is just now figuring out that walking might actually be the best move.

First off, even though it moved forward with the partnership, many top execs at the company were dead set against it, mostly due to the undue scrutiny it would bring to Google.

In fact, early on, some of its own operatives in D.C. expressed worry–largely ignored at HQ, where execs really do see themselves as not evil–about Google’s growing image as a scary behemoth.

Second, while Google seldom runs from a good fight–in fact, it often runs directly towards them–tangling with the federal government might be like crossing the 38th Parallel in Korea for the company. And you know how that went for General Douglas MacArthur!

It would certainly put the full attention of regulators on every move Google might make in the future, which is not good.

Third, the Yahoogle controversy, while being stoked by Microsoft’s relentless lobbying, has also brought into the light exactly how scared of Google’s power advertisers truly are.

And that would be terrified.

The company cannot simply blame Microsoft for manufacturing this fuss–even though it has surely pulled out all the stops in its bag of tricks.

In truth, whether Google chooses to accept this stark reality or not, many advertisers, publishers and public interest groups have been raising some real concerns about its dominance, which it ignores at its peril.

Lastly and perhaps most importantly, times have changed drastically as the economy has tanked.

Thus, Google–like a lot of other tech firms–has been engaged in a very serious company-wide appraisal of its business in the downturn.

One of Google’s internal mantras, I have been told by many inside and outside the company, is a variation of this phrase: Feed the winners, starve the losers.

It would come as no surprise, given the initial internal doubt about the partnership, that the Yahoogle deal might have suddenly become perceived at the company as a loser, and access to Google’s fabulous cafeteria might be about to be cut off.

Whatever Google’s true intentions, in playing chicken, it is courting danger.

According to Wikipedia, “the principle of the game is that while each player prefers not to yield to the other, the outcome where neither player yields is the worst possible one for both players.”

As in, if everyone is trying to win, it always ends in a fatal crash.

Please see this disclosure related to me and Google.

The election is not the only event with only days to go–a move in face-off Yahoo and Google are in with the Justice Department over their controversial search advertising partnership will have an outcome, sources close to all sides said, before the next President is chosen.

Thus, I predict news either tomorrow or Monday.

Why? Well, campaign news will surely drown out any attention any development might get, of course.

But, actually, for more obvious reasons: Whoever is elected, the Assistant Attorney General for Antitrust, Thomas Barnett, will be leaving that post sometime after the Nov. 4 election.

Thus, Barnett and his team are likely–after all this noise–to want to take action of some sort before he becomes, in essence, a lame duck.

Of course, it is ironic that, as the clock counts down the last minutes, a regulator not regarded as a very effective trustbuster and who has taken a mostly hands-off attitude toward meddling with businesses, could launch a lawsuit against the most powerful Internet company in the world.

Or not.

Yahoo (YHOO), Google (GOOG) and the Justice Department are still talking, sources said, trying to come to some accommodation.

So, as we wait for the verdict, here’s a short handicap of options:

1. Google and/or Yahoo walk:

It seems far more likely that Google would do this than Yahoo, given its corporate culture is impatient with moving forward illogically (think Spock and you have the right picture of Google’s mindset).

I would imagine Google execs do not want to accept any caps or changes to the deal at all, and might conclude such restrictions make it not as worthwhile.

Yahoo, of course, cannot walk as easily, depending on the deal for revenue and because it must avoid having to then turn to Microsoft (MSFT) to strike a search ad deal from a very prone position.

Thus, Yahoo has to be pulling out all the stops to make something work.

Then again, if a Justice Department lawsuit is the alternative, walking would be the best option.

Prediction: Even odds.

2. Google and Yahoo accept changes:

Whether it be caps or monitoring or forcing Yahoo to strike a similar deal with Microsoft, this option seems like a bad one for the pair, as it hobbles the deal before it even has a chance to be tested.

Plus, the joy of government regulators breathing down your neck 24/7 is, well, priceless, especially after Google CEO Eric Schmidt told regulators he would move forward with or without them.

While Google has now perhaps permanently put the government on notice that is must be more scrutinized than ever going forward with that unfortunate statement, I would be surprised if Google accepted any substantial changes to the deal.

Prediction: If small adjustments, likely. If more, it would be hard to imagine.

3. The Justice Department files a lawsuit:

Ouch. Bad all around.

First, the Justice Department will have a hard time proving this partnership–which has not launched–is damaging. While it is good to have all those nervous advertisers to point to, it will be an uphill slog of a case.

Second, another lawsuit or fight for slap-happy Google? Oh, dear. It just settled the book scanning lawsuit and is still embroiled in a bigger lawsuit with Viacom (VIA) over YouTube copyright infringement. Enough.

Third, a Justice Department lawsuit for Yahoo should be the proverbial straw that breaks Yahoo CEO Jerry Yang’s rule of the company and would get Yahoo stock to the penny-stock level.

Prediction: I witnessed the Microsoft antitrust trial, while working at the Washington Post and I am here to say to all parties involved: Do not go there.

4. Justice waves the deal on through as is:

Wake up, Eric and Jerry, you’ve been dreaming! Also, in this event, the head of Microsoft CEO Steve Ballmer would explode.

Prediction: Well, it could happen. Also Ralph Nader could get elected.

Please see this disclosure related to me and Google.

So–at this point–BoomTown feels it is not untoward in asking: What the heck is taking so long for Yahoo and AOL to decide whether or not to merge their struggling operations?

And, after talking to a dozen sources, inside and outside both companies, this week, I can tell you there is definitely one nagging problem: They’re just not that into each other.

“It’s like two people who are not really attracted to each other trying to get married,” said one source close to both companies. “But they also both desperately need a new story and have no other place to go, so they keep at it.”

Make no mistake, though, these arranged marriage negotiations are grudgingly advanced. Oh, they are talking, and how, now engaged in what another source describes as “very serious due diligence.”

Last week, for example, Yahoo (YHOO) and AOL execs had a series of long meetings in New York to discuss what the integration of the various overlapping units–content, advertising, email–might look like and to assess each other’s assets some more.

It was all organized by AOL President Ron Grant–although it is Time Warner M&A SVP guy Jim Burtson (pictured here) who is repping the media giant in the talks–who is more likely to be a player in a merged company than AOL CEO Randy Falco.

Cost savings are a prime motivator in the merger, including whether to have a single back-end system for a variety of products and services and what to eliminate or not.

“Bringing these two companies together is very operationally complex,” said one source close to AOL, which is a unit of Time Warner (TWX). “There are lots of issues to be resolved and you don’t want to wait to deal with them after a merger, because that is asking for disaster.”

For example, as was discussed, what should happen when a person types aol.com into a browser? Should it go to a Yahoo page, or perhaps the AOL sites should remain intact?

And what about the competing mail and communications systems? Yahoo favors its own products, not surprisingly, although its execs were particularly impressed by a presentation by former Bebo head Joanna Shields, who is now president of AOL People Networks, about how its various social-networking and communications assets like AIM will be knitted together in the future.

Left unsaid, although a major gorilla in room, was who would run the whole shebang. Yahoo, of course, is assuming that its execs will dominate, including CEO Jerry Yang and President Sue Decker.

But Time Warner execs, which will own a major stake in the new entity, are worried about the pair’s management abilities, given their recent record, and would prefer that a new leader is brought in to start with a clean and more invigorated slate.

“This is not just unloading AOL for us,” said one person close to Time Warner. “It is also an important strategic move for our future to get this right.”

For its part, Yahoo is still worried about weakening AOL assets, including its large, but low-margin ad network.

AOL’s performance, which has been lackluster in recent times, will be on display in a week when Time Warner announces its earnings on Nov. 5, and Yahoo is watching carefully.

The low price of Yahoo shares is also a problem, given the company would have to give up a big percentage of itself in a deal.

Today, the stock is dipping below $11.50. And it shows no signs of improving, tamped down by the weak economy’s impact on its display advertising business and a feeling that Yahoo management is unable to improve its fortunes.

That makes what percentage Time Warner would get for trading AOL a moving target.

Also worrisome is the still-pending situation with the Justice Department’s investigation into the much-maligned Yahoo-Google search advertising partnership.

Some kind of resolution is expected to be announced this week, a decision on which the Yahoo and AOL talks also hinge.

Most expect the deal to either be neutered significantly or even blocked by regulators. Either way, that’s not good for Yahoo, which is counting on the increased ad revenues from the arrangement.

If it is blocked, Yahoo will have to seek other alternatives.

Like, um, Microsoft (MSFT). According to sources, some members of Yahoo’s board have reached out to the company about renewing talks about a search deal, in case of a Justice Department lawsuit related to its Google deal.

Microsoft execs have also been to visit Time Warner recently. The reason: If Yahoo and AOL do manage to merge, the company will press regulators to not allow Google–which has a search deal with AOL–to continue to be so.

As to Google (GOOG)? It owns five percent of AOL and also has a major interest in what happens to both Yahoo and AOL.

In other words, it’s very, very complicated dance.

BoomTown was a squeaky enough wheel to get Yahoo CEO Jerry Yang to grant a long interview by phone yesterday–just a day after he had announced weak third-quarter earnings results for the Internet giant, caught as others are in the econalypse, as well as layoffs of at least 10 percent of its global workforce.

But instead of being glum, as you might expect, especially after a year of corporate turmoil that would have finally gotten to even Job–let’s review: management upheaval, a Microsoft (MSFT) takeover battle, an attack by billionaire shareholder activist Carl Icahn, tangling with the Justice Department over a pending Google (GOOG) search advertising partnership and more!–Yang sounded surprisingly confident that Yahoo (YHOO) would emerge a winner after all the wrenching change is wrought at the company he co-founded.

I split the interview into two parts (here is the first post on Yahoo’s financial performance, the impact of the bad economy and the layoffs).

Here is the second part, in which Yang talks about acquisition opportunities, although no comment on his talks with Time Warner (TWX) online unit AOL; his relationship with Icahn, who now holds a Yahoo board seat; the status of the controversial Google deal; his take on Microsoft; and, most importantly, why he is still the right person to lead Yahoo.

BT: What about acquisitions? Everyone knows you are talking to AOL, but what else are you thinking about here?:

Yang: I am not going to comment specifically on AOL.

We have not bought back stock. Right now our stock is very cheap, but we think having our cash position is more important. We are very focused on scaling, and it is important to be able to be in a financial position to do so if opportunities come up.

BT: And how is your relationship with Carl Icahn going?:

Yang: Carl is fine and he has got a lot on his plate as well. But he has been a very useful person to have on the board and, of course, it is a different role for him than before. For the most part, he is very constructive, but he is still Carl and he doesn’t hesitate to share what’s on his mind.

BT: What is the status of the talks with the Justice Department over your search ad deal with Google?:

I don’t have a lot of new things to say. We’re still talking, as I have said, and hope to get things resolved. We have not started it, but no one has walked away.

BT: What about your relationship with Microsoft; what did you think of CEO Steve Ballmer’s comment last week about doing a search deal?:

Yang: I don’t have anything new to report there either. As we have always said, we are willing to listen to them, to talk to them about anything.

BT: You have been attacked a lot recently for not selling Yahoo to Microsoft, Yahoo’s low stock price and your management of the company–why do you think you are the best leader for Yahoo going forward?:

Yang: I think if you look at what the company is doing and what we have been going through and the story we have been telling, we have done most, if not all, of what we set out to do, starting last year.

And, in this uncertain environment, I think I am absolutely the right person. Times like this require a leader who really understands this company and its customers, and I think I do. The world is a different place today than even a month ago and I think I am the best person to guide Yahoo through this volatile time.

BoomTown was a squeaky enough wheel to get Yahoo CEO Jerry Yang to grant a long interview by phone yesterday–just a day after he had announced weak third-quarter earnings results for the Internet giant, caught as others are in the econalypse, as well as layoffs of at least 10 percent of its global workforce.

But instead of being glum, as you might expect, especially after a year of corporate turmoil that would have finally gotten to even Job–let’s review: management upheaval, a Microsoft (MSFT) takeover battle, an attack by billionaire activist Carl Icahn, tangling with the Justice Department over a pending Google (GOOG) search advertising partnership and more!–Yang sounded surprisingly confident that Yahoo (YHOO) would emerge a winner after all the wrenching change is wrought at the company he co-founded.

I split the interview into two parts. The second will appear later today at 4 p.m. Pacific time, talking about Icahn, the Google deal, Microsoft and why Yang thinks he is the right leader for Yahoo, so check back.

Here is the first part, in which he talks about Yahoo’s financial performance and the impact of the bad economy on Yahoo’s dominant display advertising business and gives more details of the layoffs and cost cuts.

BT: How do you look at the last quarter?:

Yang: What we said was that the quarter showed some strength in U.S. search and performance display, but more weakness in branded, especially at the end in the U.S., and more so internationally. The U.S. started softening in Q2 and that continued into Q3. International was hit much harder, although display still grew double-digits there in Q3. Softness started in the U.K. early, and we knew when the French came back from vacation in September and did not buy ads at the same levels that those were trends we had to watch.

Asia was more of a surprise, but the same trends were happening there too. Because we have such a big market share there, we are looking to every country for what is coming next.

BT: And what is your Q4 outlook?:

Yang: Like everyone else, we are pretty much forced to formulate our views in an unprecedented set of circumstances because things are changing so quickly and the world looks a lot different than just three or four weeks ago.

Of course, I can’t imagine advertisers are going to say we’re going to juice up spending soon, and so we’re assuming a lengthy period of weakness. I don’t think anyone is going to be immune, even though search performance ads are probably more able to withstand a downturn in spending. What was good for us was that our search and our performance display businesses were both up in the quarter.

BT: Any more details about the layoffs and other cuts?:

Yang: We want to do it before the holidays, which is why we wanted to let people know that it would affect 10 percent [of Yahoo's work force]. But we also want to make sure that we are cutting to be more effective and not cutting for cutting’s sake.

We’re asking ourselves–should we sell it or should we shut it down? That is the kind of comprehensive look we are doing across the company.