Yahoo-Microsoft Regulatory Filings Start This Week: Let the Legal Game-Playing Begin!

Kara Swisher — Tue, 04 Aug 2009 10:01:32 +0000

After all the investor hubbub over the oh-no-they-didn’t deal between Yahoo and Microsoft starts to die down a bit, the pair are now embarking on the path that is the only way toward proving the efficacy of them joining together.

That would be getting a variety of state, federal and international regulators to say yes to the wide-ranging online advertising and search arrangement they announced last week so they can start making it work.

According to sources at both companies, a variety of filings will be made this week, including one to the Securities and Exchange Commission that should provide more details of the partnership.

When it was unveiled last Wednesday, the companies said Microsoft (MSFT) will run search technology for the two, while Yahoo (YHOO) will sell the premium search advertising.

That SEC filing could answer a number of questions some still have about the deal, such as whether there is a large break-up fee that Microsoft would pay Yahoo in case the deal is scuttled.

That’s just the outcome that Microsoft and Yahoo are trying to avoid.

“We think of it as an outreach effort to explain how we are creating a strong No. 2 to Google,” said one source close to the situation. “The main goal will be to show that a better competitor in the marketplace is a good thing.”

While the companies are prepping for opposition from Google (GOOG), sources close to the thinking at the dominant search company said it is more likely to be muted and indirect.

That’s especially true since a MicroHoo makes Google–currently under a lot more government scrutiny than ever before–look like less of a bully.

Thus, Google’s tactics would entail less direct statements and more pointing out the discrepancies between what Microsoft said when Google tried to get approval for a search deal with Yahoo last year and what it argues now.

“They will probably not be that obvious, but they will be there still,” said Microsoft CEO Steve Ballmer to me, in an off-hand remark at the software giant’s Financial Analyst Meeting last week.

It’s a game of legal chicken that Ballmer knows well.

Already, for example, Microsoft and Yahoo execs have been aggressively reaching out to major publishers and advertisers to get their staunch support.

That included calls immediately after the deal was announced last Wednesday to such execs as Martin Sorrell of the WPP Group (WPPGY) and Jeff Zucker, CEO of NBC Universal, a unit of GE (GE).

In Washington, D.C., both companies have legions of lawyers to try to make sure the Justice Department, which will review the case due to its antitrust implications, has all the information it might need.

And, more to the point, they want to avoid the debacle that took place when Yahoo and Google tried to get approval for their failed deal last year.

That deal was ended by Google after it became clear that Justice was going to fight it by arguing that top search companies hooking up hurt competition and stifled innovation.

In addition, there might be Congressional scrutiny, with possible hearings, similar to those held when the Yahoogle deal was pending, such as in the Senate Judiciary Antitrust Subcommittee.

And, of course, there are actually independent groups concerned and they have also been in contact with regulators.

“There are questions that must be answered regarding the collection and sharing of consumer data by the two companies,” said Jeff Chester, executive director of the Center for Digital Democracy, a D.C.-based group that works to promote consumer privacy and protection online, in a statement last week. “While the rationale for the deal is to provide some much needed competition to Google (and income for Yahoo), the further consolidation of the global digital advertising system should be a concern to Internet users, privacy advocates, online marketers, and competition regulators.”

Sources said Microsoft and Yahoo also plan to petition regulators in the European Union this week, which is likely to be most concerned about privacy issues involved in their union.

They will also be doing the same in other key countries worldwide, such as Korea, Taiwan and Brazil.

And, finally, given how involved state attorneys general became in beaching the Yahoo deal to partner with Google, they also will be starting outreach to key states, such as California, where Silicon Valley-based Yahoo is headquartered.

“Once again, it will be the Lawyer Employment Act of 2009,” joked one person close to the deal. “At least, that shows there is some economic benefit to this deal already.”

While we all wait in breathless regulatory anticipation, here are interviews I did at last year’s Senate hearings on Yahoogle, with lawyers from Google (David Drummond), Microsoft (Brad Smith) and Yahoo (Mike Callahan).

Incredibly, they are the very same lawyers who will be pretzeling themselves in entirely different shapes than they pretzeled themselves a year ago.

I would expect nothing less!

Here’s the video:

[ See post to watch video ]

Day 32, Yahoo Held Hostage: Microsoft Recruiting "Big-Name CEOs" for New Board?

Kara Swisher — Mon, 03 Mar 2008 12:40:26 +0000

Since BoomTown did an obsessive countdown after Yahoo CEO Jerry Yang last year unwisely promised a 100-day, top-to-bottom look at the company, with “no sacred cows” spared (as it turned out, they all were), I decided that–after the month-mark had passed since Microsoft (MSFT) made its unsolicited bid for Yahoo (YHOO)–it was time for a count-up!

Thus, Day 32 (we’re counting from Friday, Feb. 1, when the offer was made public)!

And, frankly, with the added Leap Day this year to add to Yahoo’s agony, this battle is getting about as exciting as Yang’s 100-day slog–with nothing really page-turning on the horizon since Yahoo’s board kicked Microsoft’s $31-per-share offer to the curb several weeks ago.

Now, of course, Microsoft is returning the favor by loudly prepping a proxy fight and trotting out Silicon Valley companies like TellMe to report that a Microsoft takeover is just hunky-dory.

“We are pretty much doing everything we were doing before–just a lot more of it,” said TellMe head Mike McCue to the Associated Press, with the cheeriness of someone with acute Stockholm syndrome and $800 million in Microsoft money.

And if happy, shiny, Windows-cash-gorged tech people don’t impress, according to several sources close to Microsoft, perhaps a little fear factor will work better.

Said these sources, there will be “three to four big-name CEOs” on its list of new board members that Microsoft must nominate in the next two weeks for its slate of directors to replace Yahoo’s current board.

BoomTown recently reported that the software giant was sniffing around for prospects in Silicon Valley.

But, sorry to say, I still cannot figure out what CEOs these are, despite a lot of effort to find out.

So, I started trying to figure it out myself, focusing on tech and Web execs, who are the obvious choices.

Nonetheless, after going over a long list of possible execs, none of the ones I considered seems likely to turn on Yahoo.

Intel? No, CEO Paul Otellini is on the board of Google.

eBay? No, that’s too big a move for the new CEO John Donahoe.

Sun? No, after Scott McNealy’s funny diatribes against Microsoft for so long, CEO Jonathan Schwartz simply cannot.

Dell? No, CEO and Founder Michael Dell has his hands full.

Amazon? CEO and Founder Jeff Bezos is sassy and lives up near Microsoft, but it would be a real slap at another Web icon like Yang.

WPP Group’s Sir Martin Sorrell? Well, to include an ad biggie would be a good move and Sorrell likes to make pointed remarks about Google, but not that sharp.

Frankly, other than non-tech companies, of which there are probably many choices who owe Microsoft in some way, I am officially out of guesses.

Well, of course, except for one Web 2.0 CEO, who has a big name and is in great–and I mean, great–debt to Microsoft.

In fact, $240 million worth of IOUs. In other words, Facebook CEO and Founder Mark Zuckerberg.

It would be ironic (Yahoo tried to buy Facebook a little more than a year ago), it would be poetic (only in Silicon Valley does the young eat its old) and it would be really fun to watch the fireworks (Facebook is no friend of Google’s).

Most of all, Zuckerberg on the board of Microsoft’s Yahoo would be Steve Ballmer’s ultimate SuperPoke at Yahoo.

Please see this disclosure related to me and Google.

BoomTown » Martin Sorrell

Yahoo-Microsoft Regulatory Filings Start This Week: Let the Legal Game-Playing Begin!

Day 32, Yahoo Held Hostage: Microsoft Recruiting "Big-Name CEOs" for New Board?