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Yahoo Sued for Spurning Microsoft

tuxgeek writes "In the continuing saga of Yahoo resisting a Microsoft buy out, Yahoo is now being sued by its shareholders. 'Two Detroit pension funds have sued Yahoo Inc. and its board of directors, saying they breached their duties to shareholders in trying to thwart a takeover by Microsoft Corp. The lawsuit was filed in Delaware Chancery Court on Thursday by lawyers representing Detroit's police and fire retirement system and general retirement system, as well as 'all other similarly situated public shareholders.'"

284 comments

  1. Beholden to short term investors by seifried · · Score: 4, Insightful

    Lovely, some short term investors would liek to crack open the golden goose and get allt he eggs now. Which may not be a bad idea (I can't imagine Yahoo!'s share price going up very significantly unless they have something very surprising in the works. If I was a shareholder I'd probably want to sue them too, but I'd feel dirty about it (but rolling around in money would probably cure that).

    1. Re:Beholden to short term investors by LiENUS · · Score: 4, Interesting

      It's bad that they're doing this. I would suspect that Yahoo! has a good reason for refusing the takeover attempt (possibly trying to prop the companies financials up to leverage a higher bidfrom Microsoft). In suing the board members they stand to earn what they would have earned should Microsoft have succeeded in the bid. However if they laid and waited patiently there would be a good chance of Microsoft offering a higher bid. Theres also the possibility of them getting no future bids from Microsoft at all, however I believe the potential for rewards far outweigh the risks. Microsoft wants Yahoo! for a reason and it's not just that Yahoo! is a search company. It's the whole package the search, the messenger and

    2. Re:Beholden to short term investors by The+Great+Pretender · · Score: 1, Offtopic

      Wheeeee, I won $50 on a bet that this would happen within 30 days of the offer, because Yahoo would turn the offer down.

      --
      A positive attitude may not solve all your problems, but it will annoy enough people to make it worth the effort.
    3. Re:Beholden to short term investors by nbert · · Score: 3, Insightful

      As an individual shareholder I probably would not sue, at least if I'm interested in long-term profit. I personally don't see how Yahoo can generate more wealth if they belong to a company which has managed to gain around 6% market share by investing billions. The logic behind it seems to be very flawed.

      But like you said the pension funds don't seem to be interested in long-term growth - they'll most likely pull out the money right after the companies have merged (it's not that they hold the stock much longer in case they don't merge). I don't like to judge this behavior. Pension funds are obligated to do whatever is necessary to maximize the profit of their investment. One might argue that this is very much the same case if you hold stock as an individual, but I'd argue that there is less freedom of choice if you manage the money of maybe hundreds or thousands of individuals.

    4. Re:Beholden to short term investors by JordanL · · Score: 1

      How long until someone trys to say that this is really a front operation from Microsoft?

    5. Re:Beholden to short term investors by iphayd · · Score: 3, Funny

      you just did.

    6. Re:Beholden to short term investors by umghhh · · Score: 3, Interesting

      It is funny to look at it from perspective especially historical. I admit I may be mistaken here but I was always convinced that the purpose of shares existing in the first place was to have a possibility of shared ownership for many indihviduals. This is not really the case anymore and it is mostly used for pure speculative purposes that hardly have anything to do with reality of anyone company making profits or not. OTOH this is the only remaining option for owners to get managers to do what they want.
      So here we are two corrupted sides fighting for money.
      How spectacular.

    7. Re:Beholden to short term investors by turing_m · · Score: 0

      "Lovely, some short term investors would liek to crack open the golden goose and get allt he eggs now. "

      I'm not sure why a long term investor would be waiting around for golden eggs from a menopausal goose. Especially when there are people in the market happy to pay them the going rate for young and healthy golden geese.

      --
      If I have seen further it is by stealing the Intellectual Property of giants.
    8. Re:Beholden to short term investors by jez9999 · · Score: 4, Funny

      It's the whole package the search, the messenger and

      ... looks like it's not the whole package after all.

    9. Re:Beholden to short term investors by hitmark · · Score: 1, Interesting

      iirc shares are a legal variant of a scam...

      some SOB was selling parts of a company or property in southeren USA to different people around the nation. over time it was found that he had sold of more then 100% of the company or property...

      thing is that the US government found it to be a nice way to raise cash if it was controlled somehow, so they created laws for how this was to work legally. over time, it spread around the planet...

      --
      comment first, facts later. http://chem.tufts.edu/AnswersInScience/RelativityofWrong.htm
    10. Re:Beholden to short term investors by nbert · · Score: 2, Interesting

      This is not really the case anymore and it is mostly used for pure speculative purposes that hardly have anything to do with reality of anyone company making profits or not.
      Many countries have or had a "speculation tax" to counter this development. In Germany for example you have to pay income tax if you sell shares which you held for less than one year. Of course this isn't a very practical measure anymore because it only affects people who pay taxes within the country (opposed to foreign investors, who pay taxes in their countries). Another problem is that after one year any profits from selling shares is basically tax free, thereby turning a progressive tax system upside-down. For those reasons (among others) this system will be replaced by some sort of flat-tax on income from capital.

      I kind of liked the concept though. If major nations could reach consent on such a tax and if it would be added to normal income tax it would even work - hey, one can dream :)
    11. Re:Beholden to short term investors by marcello_dl · · Score: 4, Insightful

      > As an individual shareholder I probably would not sue, at least if I'm interested in long-term profit. I personally don't see how Yahoo can generate more wealth if they belong to a company which has managed to gain around 6% market share by investing billions. The logic behind it seems to be very flawed.

      I would add that MS would be buying up a competitor, and it's all too common for companies to buy competitors to leave them to wither and then close them down after they sucked up all valuable assets and clients.
      As an individual shareholder I'd be primarily worried about that scenario, and I wonder why a fund forgets about it.

      I would also add that suing your own company brings bad publicity to it- are they interested in their company well being or what?

      Sorry but conspiracy theorists linking such a move to MS pulling strings have the most reasonable scenario here.

      Oh by the way, dear real shareholders: the minute you sell to MS I'm canceling my subscription to yahoo. I do not trust MS to do something different with yahoo than what they did to hotmail. Besides, since I am a linux user and hobby dev for OSS software, you'd basically sell my data to the enemy. Double plus ungood.

      --
      ---- MISSING MISCELLANEOUS DATA SEGMENT --- [sigdash] trolololol
    12. Re:Beholden to short term investors by Sorcha+Payne · · Score: 2, Interesting

      I thought the accepted method for shareholders to get the company to do what they want was to replace the board and then the upper management, rather than suing.

    13. Re:Beholden to short term investors by Your.Master · · Score: 2, Informative

      I don't think so, and neither does wikipedia.

      http://en.wikipedia.org/wiki/Stock#History

    14. Re:Beholden to short term investors by falcon5768 · · Score: 1

      if you look at who is suing, they likely have about as much sway as a rat on a sinking ship while everyone else on the board understands the game Microsoft and Yahoo are playing here. The funny thing is whats going to happen in court when the Judge throws the lawsuit right back at the group saying "suck it," and these assholes are stuck with not only not getting the money they thought they should, but even less when they are forced to pay everyones legal fees.

      --

      "Slashdot, where telling the truth is overrated but lying is insightful."

    15. Re:Beholden to short term investors by hitmark · · Score: 1

      well ill be, i was looking for a entry like that but looked under shares rather then stock, go fig...

      i guess i stand corrected...

      --
      comment first, facts later. http://chem.tufts.edu/AnswersInScience/RelativityofWrong.htm
    16. Re:Beholden to short term investors by Kohath · · Score: 4, Interesting

      No. Shareholder lawsuits are not about investors. Shareholder lawsuits are about lawyers.

      Shareholder lawsuits are guaranteed to occur any time a company does (or declines to do) any significant action that might affect the price of the stock. They are not an event. They are not newsworthy except as an indication of our broken legal system.

    17. Re:Beholden to short term investors by ewrong · · Score: 3, Insightful

      But once they have sold their shares to Microsoft, by default, they wouldn't own shares in Yahoo anymore so why would they care what happened next?

      Not saying it's right, just that the subsequent success of the deal is an irrelevance to the process of making a quick profit on the stockmarket.

    18. Re:Beholden to short term investors by Detritus · · Score: 1

      Sometimes they are about investors, at least the large ones. Without the possibility of lawsuits, you increase the risk that the company's executives will treat the company like their own private piggy bank and golf club. I've been through takeovers where the incumbent management was far more interested in keeping their cushy jobs than the interests of the employees, stockholders and customers.

      --
      Mea navis aericumbens anguillis abundat
    19. Re:Beholden to short term investors by digitig · · Score: 1

      As an individual shareholder I'd be primarily worried about that scenario, and I wonder why a fund forgets about it. I doubt they forgot about it. MS valued the company way above current market value, so the fund was probably banking on a price jump at which point they (and a whole lot of other carpetbaggers) would divest and send the price plummeting again.
      --
      Quidnam Latine loqui modo coepi?
    20. Re:Beholden to short term investors by azrider · · Score: 1

      I would also add that suing your own company brings bad publicity to it- are they interested in their company well being or what?
      Not to mention that it requires your own company to expend funds on defending itself from you. However, if the pension funds believe that a $2 per share profit is worth this suit (notice that the suit mentions the pre-offer value, not the current one), they should knock themselves out.
      --
      And ye shall know the truth, and the truth shall make you free.
      John 8:32(King James Version)
    21. Re:Beholden to short term investors by ocbwilg · · Score: 4, Insightful

      As an individual shareholder I probably would not sue, at least if I'm interested in long-term profit. I personally don't see how Yahoo can generate more wealth if they belong to a company which has managed to gain around 6% market share by investing billions. The logic behind it seems to be very flawed.

      Yes, the logic is flawed, but it's your logic. It doesn't matter what sort of wealth Yahoo can generate long-term if they are owned by Microsoft because the current Yahoo shareholders will not be shareholders at that point. Basically the logic to the lawsuit goes like this:

      Yahoo was trading around $19 a share, with little prospect of going up and a high likelihood that they will continue their slide.
      Microsoft offered $31 a share for Yahoo.
      Yahoo is unlikely to hit $31 a share in any situation other than a buyout offer.
      Yahoo shopped around and played coy to see if they could get a comparable or better offer from anyone else, and they didn't.
      Therefore, in order to maximize their investment a Yahoo shareholder should take the $31 offer and run.
      After that, Yahoo is a wholly owned subsidiary of Microsoft and the current shareholders own none of it, so how much value Yahoo can generate at that point becomes irrelevant.

      Now it's true that since the offer Yahoo's share price has jumped up to around $28 a share. But since Yahoo has done nothing to improve their outlook in the past month it's safe to assume that this jump is due to Microsoft's offer. If Yahoo were to ultimately reject the offer and Microsoft would back down, you'd probably see Yahoo's stock price drop to a level even lower than it was at the time the offer was made as many investors will probably write the company off as a lost cause.

      At any rate, it's all proceeding according to plan. Yahoo will ultimately accept the offer, or they will face even more shareholder lawsuits. If they still refuse to sell they will most likely face the replacement of their board of directors with a group who are MS-friendly. As I said here, it's the shareholders who have the final say on this deal, and they'll say yes.

    22. Re:Beholden to short term investors by tacocat · · Score: 2, Insightful

      Please keep in mind that Detroit is amazingly corrupt and generally ignorant

      Yahoo has made a pretty clear declaration that they feel they are worth more than what Microsoft has offered. That's fare. And I don't think they are too out of line given the industry at the moment.

      Detroit is a town made up of bungling fools, thugs, gangsters, and generally fellonious criminals who believe in entitlements and hand-outs and have no concept of self responsibility or accountability. Don't believe me, take a look at the recent activities of the Mayor, Police Chief, and countless others. Last year they lost 9 million dollars because they fired the police who where investigating the murder of a stripper at a Mayors Mansion party that for some reason, no one recalls ever happening. So, they have murder, drugs at the Mayors house, police who fire honest police to cover the mayor. And most recently, they covered up affairs in the Mayors office that would have come up in the trial and rather figured they could lie their way out of it.

      Detroit is top of the list of loser villages in this country. Recognize it as that.

      Maybe Yahoo should pay them off directly and allow them to cut and run.

    23. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      I would venture a guess that these two large institutional investors are not short term investors. In fact, they may represent some of Yahoo's longest term investors. And given the nature of these investors, i.e., that they are responsible for insuring the comfortable retirement of thousands of people, it would probably be a violation of their fiduciary responsibilities to the pensioners to not seek damages for this. Like you said, it feels a little dirty, but I don't think this is motivated by short term greed.

    24. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      It's so funny that Yahoo's directors said that MS' offer undervalued the company. These guys are smoking some of the best crack around. Yahoo and MS are both dropping off to the Google monstrosity. There's no way regulators would have any issues with MS and Yahoo combining - esp since all MS has to do is point at Google, say "look at how much of the market they have, even combined, Microhoo would still be a small-time player compared to Google..."

      I hope more and more shareholders sue Yahoo for it. And then start winning...driving down their price even more...making it cheaper for MS to just perform a hostile takeover. Just takes 51%...and MS can buy that with straight up cash without a problem.

    25. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      short term investors? it's a pension fund c*ck face...

    26. Re:Beholden to short term investors by ardle · · Score: 1

      Pension funds are obligated to do whatever is necessary to maximize the profit of their investment. I'm sure that if they weren't obligated to do this, they would try to do it anyway: they are businesses, too. Their legal "obligation" serves as protection for this behaviour - and, like the RIAA's campaign, it works against the people it purports to serve: in this case, people who work.

      In order to survive in the fund managers' world, traded companies must exhibit growth, not stability. Therefore, they must continually find ways to save money so that they may record higher profits in the next quarter. Outsourcing work and hiring contractors can save money (sometimes through more legal loopholes), so companies are "obligated" to do this. As a by-product, companies - even ones with good survival prospects - are creating fewer pensionable jobs.

      How about the public sector? This lawsuit is being brought by pension funds that represent public sector workers, after all. Ironically, the public sector is experiencing the same hollowing-out as the private: increased use of contractors, fewer pensionable jobs (larger proportion of positions with fewer benefits).

      Money contributed to a pension that cannot change jobs with the employee it covers is "fuel for the fire", since it cannot be later reclaimed by the people who purport to spend it on their behalf. Some countries, in recognition of this drain, have legislated classes of pensions that are transferable across jobs. It's hard to pay contributions out of an unemployment cheque, tho :-(
    27. Re:Beholden to short term investors by timeOday · · Score: 2, Insightful

      any profits from selling shares is basically tax free, thereby turning a progressive tax system upside-down.
      The US is similar. The tax rate on capital gains is on average less than the tax on earned income. The best way to get money is to already be rich.
    28. Re:Beholden to short term investors by griffjon · · Score: 2, Insightful

      You'd only be rolling around if you sold your shares immediately afterwards. Yahoo's been gaining ground by playing nice with open source and open standards; not something I imagine MS will continue to do. Short term profit? Yes. Long term prospects? Well, I hope you sold your shares for that short-term bump.

      --
      Returned Peace Corps IT Volunteer
    29. Re:Beholden to short term investors by timeOday · · Score: 1

      How does the board control this anyways? If Microsoft simply kept buying Yahoo stock on the market until they owned 51%, it would be over wouldn't it?

    30. Re:Beholden to short term investors by corsec67 · · Score: 1

      Yes, and that would be called a Hostile takeover.

      --
      If I have nothing to hide, don't search me
    31. Re:Beholden to short term investors by Miseph · · Score: 1

      MSFT doesn't want to do that, though, because buying that much stock in a company will make the price skyrocket well past any exorbitant offer they could make to the board. In other words, these same pension funds that are currently suing would ALSO start buying up Yahoo! stock at any cost with the express intention of selling it to Microsoft later for an exponentially higher cost.

      Hostile takeovers can be done to relatively small companies that nobody pays much attention to provided that they are done quickly and without any forewarning. Yahoo! is not small, it's not ignored, buying that much stock would take too long, and everybody already knows that Microsoft wants to buy them out.

      --
      Try not to take me more seriously than I take myself.
    32. Re:Beholden to short term investors by mysticgoat · · Score: 1

      As an independent investor, I would be basing my investment decisions on what the stock was doing and where I thought it would go.

      But if I were a director of a Union pension fund, I would probably do whatever the guy who wanted to give us an incredible discount on Vista and Office 2007 licenses asked me to do. If the value of the donations were greater than the costs of filing a lawsuit, well, I know what is good for my self-interest. Besides, it would make the stuffed shirts in Legal have to earn their pay for at least a little while.

      Looking at YHOO on Google, I see that Yahoo is currently at a 3 month high, having increased in value by 47% since its January low (now trading above $28). MSFT is at the lowest point in 3 months, having dropped in value by 19% from its December high (now trading around $27.50).

      Long term investors in YHOO will remember the hit that stock took after Yahoo acquired GeoCities. Absorbing GeoCities was relatively easy since the corporate cultures were similar— I don't recall hearing of any great brain drain from that cause. Microsoft and Yahoo have very different corporate cultures, and there is strong likelihood that the core assets of Yahoo would evaporate by finding other jobs if this acquisition succeeded.

      Coupled with a growing number of analysts having major questions about the financial wisdom of Microsoft's offer to buy, this whole thing looks more like FUD than substance. I'm seeing grubby little monkeyboy fingerprints all over it.

    33. Re:Beholden to short term investors by easyemail · · Score: 0

      well, seems like your logic is super flawed. I wouldnt go around with your logic, one because yahoo has millions of dollars to turn around their operations. As far as I know, yahoo still makes money, so they fired 700 employees to breakeven maybe or to satisfy shareholder desire for higher returns. My advice would be to wait and see what yahoo does, then decide whether what they decided would be profitable.

    34. Re:Beholden to short term investors by Znork · · Score: 1

      because the current Yahoo shareholders will not be shareholders at that point.

      The offer was part cash and part Microsoft shares (50/50, I think). I can certainly see why a shareholder would not regard Microsoft shares as an acceptable replacement (as it would make them shareholders in the joined, conceivably less valuable, corporation). And a 20 billion sellof of Microsoft shares would put a serious dent in the share price, so it's hardly equivalent.

      IIRC, one countersuggestion was also to make the offer all cash, which would make your point valid, but this far I have not seen Microsoft offer to make it all-cash (I could've missed it tho).

      and they'll say yes.

      Perhaps. Eventually. For some price.

      Personally I suspect the braindrain and customer dropoff will make this an exceptionally unprofitable deal. MSFT might be a nice stock to short as this deal moves along.

    35. Re:Beholden to short term investors by Kohath · · Score: 1

      You are correct in theory. In theory, shareholder lawsuits provide a way to remedy a legitimate grievances and an incentive to honesty.

      In practice, shareholder lawsuits happen without regard to honesty. The cost is not related to wrongdoing. So when actual wrongdoing occurs and shareholders sue, it is no different than any other time.

      In other words, if you are going to be sued whether you steal or not, it logically follows that you ought to steal so you have more cash left over after the lawyers get done. The current system provides negative incentive to be honest.

    36. Re:Beholden to short term investors by falconwolf · · Score: 2, Insightful

      Lovely, some short term investors would liek to crack open the golden goose and get allt he eggs now. Which may not be a bad idea (I can't imagine Yahoo!'s share price going up very significantly unless they have something very surprising in the works. If I was a shareholder I'd probably want to sue them too, but I'd feel dirty about it (but rolling around in money would probably cure that).

      I think this lawsuit is wrong. If I were a Yahoo! stockholder and management had taken the offer I'd sue for breach of fiducial responsibility for not demanding a higher price.

      Falcon
    37. Re:Beholden to short term investors by ocbwilg · · Score: 1

      How does the board control this anyways? If Microsoft simply kept buying Yahoo stock on the market until they owned 51%, it would be over wouldn't it?

      Yes and no. As others have pointed out, doing a buyout like that would most likely result in skyrocketing stock prices, making the entire process much more expensive. But on top of that most publicly traded companies have a "poison pill" provision to protect against those takeovers. Basically, if any single shareholder accumulates a certain percentage of the total outstanding shares then the board of directors can release more shares into the markets, resulting in the dilution of shares already owned. That ends up making it even more expensive to do a takeover.

    38. Re:Beholden to short term investors by ocbwilg · · Score: 1

      The offer was part cash and part Microsoft shares (50/50, I think).

      It was part stock, but if they accepted the offer then former Yahoo shareholders would be shareholders in Microsoft at that point, not Yahoo. Microsoft has far more prospects for continued growth than Yahoo could even dream about. Shorting MS stock might be a good call in the short term, but long-term they're still going to generate enormous amounts of value relative to what Yahoo could produce alone.

    39. Re:Beholden to short term investors by ocbwilg · · Score: 1

      well, seems like your logic is super flawed. I wouldnt go around with your logic, one because yahoo has millions of dollars to turn around their operations. As far as I know, yahoo still makes money, so they fired 700 employees to breakeven maybe or to satisfy shareholder desire for higher returns. My advice would be to wait and see what yahoo does, then decide whether what they decided would be profitable.

      Nobody said Yahoo was broke. All I said was that it is unlikely that they will ever be able to turn around their slide. In the markets where Yahoo competes they basically have two main competitors, Google and Microsoft. They're not going to catch up to Google, that much is clear. They're clearly ahead of Microsoft, but Microsoft has many other revenue streams unrelated to search and advertising so they can subsidize their operations for quite some time. Yahoo has been on a slide for several years, and there's nothing that looks like it can turn it around (at least from a shareholder perspective).

      The thing that you have to remember here is that it's all from the shareholder perspective, because ultimately they run the company. Look at the stock prices. In January of 2006 they were at their highest point in the last 4 years, around $44 a share. When Microsoft made the offer they were around $19. Anyone who has owned Yahoo stock for the past couple of years has lost significant money, and a buyout offer is probably their best hope of cutting/recouping their losses. In this case getting shares in MSFT for part of the buyout is a bonus, because they'll be getting a) cash and b) the chance to make up their losses with shares in a company that is in a much stronger financial position, long-term.

    40. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      MSFT might be a nice stock to short as this deal moves along.
      Shorting stocks is risky, and it looks like the right time to short MSFT was before this deal was announced. If the deal does not go through, it could be YHOO which would be the better choice to short. But seriously, shorting stocks is a risky business. Imagine what situation people would be in, if they had decided to short YHOO when they announced layoffs recently. What exactly happens if you short YHOO and the deal actually goes through?
    41. Re:Beholden to short term investors by falconwolf · · Score: 1

      If Yahoo were to ultimately reject the offer and Microsoft would back down, you'd probably see Yahoo's stock price drop to a level even lower than it was at the time the offer was made as many investors will probably write the company off as a lost cause.

      However if Microsoft is serious in it's offer to acquire Yahoo! then when the offer was rejected MS would counter it with a higher offer. By accepting the first offer Yahoo!'s management would be foregoing a higher offer. For this reason if I owned a lot of Yahoo! stock and they had accepted the offer I may very well sue them for not fulfilling their fiducial responsibility to maximize return.

      As I said here, it's the shareholders who have the final say on this deal

      Yes, and if I were a stockholder I'd reject the first offer which is usually a low ball as the acquirer wants to pay as little as possible.

      Falcon
    42. Re:Beholden to short term investors by falconwolf · · Score: 1

      I thought the accepted method for shareholders to get the company to do what they want was to replace the board and then the upper management, rather than suing.

      That is supposed to be how it's done, but these funds don't own enough stock so they can't force their way.

      Falcon
    43. Re:Beholden to short term investors by marcello_dl · · Score: 1

      Yes, I was following GP poster's long term perspective, so I didn't consider short term speculation, but then, why doesn't any other decision about mergers bring similar lawsuits? Or any other decision which affects the stock value? Are these things common? How many have been sued by this fund before?

      --
      ---- MISSING MISCELLANEOUS DATA SEGMENT --- [sigdash] trolololol
    44. Re:Beholden to short term investors by nbert · · Score: 1

      Hostile takeovers can be done to relatively small companies that nobody pays much attention to provided that they are done quickly and without any forewarning.
      One very simple example which proves this wrong is the Vodafone takeover of Mannesmann (yes, another example from Germany). They paid around $282 billion and it even worked out in the long run....
    45. Re:Beholden to short term investors by billcopc · · Score: 1

      Funny, I thought I was the only one who thought Detroit was a shithole, and I'm Canadian!

      City-bashing aside, the stock market is a dirty dirty thing, and this litigious bullshit is yet more evidence of that fact. So a handful of asstards sue Yahoo, get some settlement that comes out of shareholder money anyway, then run off with their loot. All they're doing is stealing from fellow shareholders, and giving some underperforming law firm a generous tithe.

      Since it's Detroit, maybe those who aren't suing should hire the police to assassinate the shit disturbers. Business as usual.

      --
      -Billco, Fnarg.com
    46. Re:Beholden to short term investors by iamplasma · · Score: 1

      I would add that MS would be buying up a competitor, and it's all too common for companies to buy competitors to leave them to wither and then close them down after they sucked up all valuable assets and clients.
      As an individual shareholder I'd be primarily worried about that scenario, and I wonder why a fund forgets about it.


      That's easy, it's because once the company is bought out, the shareholders don't own any shares any more. They take their cash and ride off into the sunset. Why the hell would they care what happens to the company after then?

      The shareholder action here seems quite reasonable, at least on the face of things. On what I'm sure is a very superficial explanation of the facts, it seems that management are spurning an extremely strong offer, valuing the company *way* over market, for the sake of saving their own jobs. The Yahoo management owe their duties to their shareholders that would be selling their shares, not to preserving a company for the sake of the name.

      Really, if Yahoo management think Yahoo stocks are worth more than 60% over the current share value, why aren't they borrowing money left right and centre to buy themselves such "undervalued" stocks?

    47. Re:Beholden to short term investors by DiEx-15 · · Score: 1

      So lets get this strait - Yahoo either A) Sells its soul to Beelzebubba Gates and becomes the shining jewel of the Micro$oft Corp. Collective or B) Tells Micro$oft where to stick it and ITS OWN INVESTORS sue them. I guess this is proof you are damned if you do and damned if you don't...

    48. Re:Beholden to short term investors by sasdrtx · · Score: 1

      Shareholder lawsuits are so ridiculous as to defy description. The shareholders *own* the company, and are therefore suing themselves. Which guarantees that only the lawyers make any money off the deal (besides a few "lead" plaintiffs). No one in management is going to pay a dime of his own money in any kind of award or settlement.

      The right way to handle this is to start telling the board of directors you want the offer accepted. The board will do what the majority of the shareholders want. Or they won't be the board for long. Anyway, you can always call up Microsoft and inform them you're willing to sell at their price. Yahoo's board and management really cannot stop a sale. All Microsoft has to do is place a limit order for 1,390,000,000 (actually only half that plus one) shares at $31.

      But, it's another money-maker for lawyers; and in the USA, nothing interferes with money-makers for lawyers.

      --
      Most people don't even think inside the box.
    49. Re:Beholden to short term investors by LiENUS · · Score: 1

      Must post less when drunk.

    50. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      If you look at the bullet list of "important changes" on the 1040 instruction booklet, you'll see that the capital gains tax has been dropped to nothing for the most recent tax year.

      On that same list, it also mentions that tuition expenses are no longer a deduction.

    51. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      I personally don't see how Yahoo can generate more wealth if they belong to a company which has managed to gain around 6% market share by investing billions.

      The thinking is something like this: (i) Yahoo have a huge audience and strong online brand, but lack the technology to generate a solid stream of advertising revenue from these assets; (ii) Microsoft have the technology to generate revenue from their much smaller audience, but lack the marketing skills to build a strong online brand, and thereby increase their audience; (iii) a combination of Microsoft's technology and Yahoo's brand/audience would allow both companies to generate far more online revenue than either can individually.

    52. Re:Beholden to short term investors by Anonymous Coward · · Score: 0

      The shareholders suing aren't really suing themselves -- they own only a small part of the company, so internalise only a small part of any loss, but get potentially all (or most, since there are legal fees etc.) of any gain. Moreover, the lawsuit is targeted at both the company and the board of directors, with the latter being the real target.

      In general, when the manegement and owners of a firm differ, this leads to what in economics is called a 'principal-agent problem': the owners of the firm, the principal, have given control of their property to the management, the agent, with the understanding that the agent will act in the best interests of the principal. However, the agent's incentives are different to the principal's, and this can lead to behaviour by the agent that maximises the agent's utility, rather than the principal's. A shareholder lawsuit, or the threat of such, is one way for the principal to control the behaviour of the agent.

      In this case, it's pretty clear to a lot of Yahoo shareholders that a Microsoft takeover would provide greater value to them than continuing under the control of the current management. So, most would like management to sell (perhaps at a higher price), but the incentives for management go in the opposite direction, since selling means losing their own power (a form of rents) and perhaps even their jobs. Larger shareholders are likely to be putting pressure on management behind the scenes, but for small ones who are unlikely to be listened to, a lawsuit is one way of making their views heard. At the end of the day, what they really want is for management to agree to the takeover, and the lawsuit is just a (possibly counterproductive) way of expressing this view.

  2. this might be interesting by Protonk · · Score: 5, Interesting

    IANAL.

    My take is that shareholder lawsuits are never a given in this country. There is a good possiblity that Yahoo will just show in court that their managerial view of the long view showed greater long term shareholder value in avoiding the merger. there is a good possibility that the suit might be dismissed on face. However, this doesn't always happen. If these investors are large enough, or find other plaintiffs who are, the mere public pressure of the suit could pressure the Yahoo board to do a few possible things:

    1. Make a deal with microsoft to put it up to a vote of shareholders.

    2. Just go ahead with the deal anyways.

    I can't remember the last time a lawsuit like this went through off the top of my head. But I know that the record on them is not completely one-sided. I'll do some digging and be back

    1. Re:this might be interesting by MistaE · · Score: 5, Informative

      Well, IAALS, and I'm pretty damn sure this will not pass muster.

      First off, like all corporations, Yahoo is incorporated in Delaware, which is very corporation friendly (hence the proliferation of most companies incorporating there, regardless.

      Second of all, courts will normally give the board of directors the initial benefit of the doubt by utilizing something called the Business Judgment Rule (it's on wikipedia), which basically says that the courts will very rarely second-guess the actions of the board providing that the actions taken were 1. In good faith. 2. Done with the minimal care that an ordinary person in the board's shoes would have done and 3. Done with a reasonable belief that it was in the best interest of the company.

      In other words, short term investors simply being pissed off for not making money is not a good enough reason to bring this suit passed the initial phase.

      Finally I know I'm probably wrong since I didn't get a good grade in business associations, but real law folk feel free to correct if needed.

    2. Re:this might be interesting by Protonk · · Score: 1

      IAALS.... I am a legal secretary?

      Yeah, I'm tooling around wikipedia now. I suspected that there wasn't going to be too much coming from this. Like I said in the post above, it might just be the public pressure that influences people (though the number of shareholders 'pledged' is low in percentage terms).

    3. Re:this might be interesting by Z00L00K · · Score: 1
      Wouldn't the lawsuit be counter-productive and trigger a drop in market share price? Even if it's short-term the funds may actually gain by buying shares then and even if the lawsuit is dismissed they have made a gain?

      Seems to be some kind of inside affair tweak in the public.

      --
      If builders built buildings the way programmers wrote programs, then the first woodpecker would destroy civilization.
    4. Re:this might be interesting by Dachannien · · Score: 0

      You're assuming this goes to trial. I'll bet dollars to donuts that the pension fund lawyers will happily pocket a "reasonable" settlement fee to let the matter drop, and Yahoo will agree because it'd be cheaper than paying their own lawyers to litigate.

      It's kind of like a mob protection racket, except it's actually encouraged by the legal system.

    5. Re:this might be interesting by Protonk · · Score: 3, Insightful

      No, and here's why. The idea isn't that the price is a problem, although it might be for some investors. They feel that any takeover bid from microsoft might be worth more than their stock is liable to be in the near future. They also feel that there are two possible outcomes for their suit. If it is a threat, Yahoo will cave to the deal and they will get their desired price. If it isn't a threat, the markets will not regard it as such and their stock price will not go down.

      But....

      I don't think that is the whole story. It isn't an insider affair, IMO. What it might be is a hedge against volatility. The only thing better than knowing if your stock will suddenly increase in value is knowing WHEN your stock will suddenly increase in value. If you can force the issue via legal action (iffy) then you can justify the purchase of more shares on the notion that your lawsuit will result in a much higher share price ue to a buyout. So. Large firm sees buyout rebuffed. Large firm sees a chance to reap known profits via legal action. Large firm sues.

      I am not suggesting that these firms bought Yahoo in order to bring this lawsuit. What I am suggesting was that it seemed to be a convenient way around future price fluctuations--not an insider job.

    6. Re:this might be interesting by metlin · · Score: 2, Interesting
      I'm not a lawyer, but I am fairly interested in finance and business, so let me offer my two cents.

      If Yahoo can effectively prove that the 62% premium offered by Microsoft undervalues the company, then they are on good ground. And indeed, in the past 52 weeks, they have been over that, so that is in their favor. In fact, right now they are trading fairly high post-Microsoft offer, which is also a good thing for them.

      Now, the problem may be with this statement that one of the pension funds made:

      "The Yahoo board members have placed personal distaste for Microsoft ahead of shareholder welfare. The Yahoo board's supposed commitment to 'consider' Microsoft's proposal appears to have been a hollow promise."

      While proving that may be hard, Yahoo's idea of looking at alternate partners to offset a Microsoft takeover (hostile or otherwise) puts them on iffy ground. It may not necessarily be a problem, but it could be something that's brought up.

      On the other hand, courts interpret minority shareholder rights rather broadly - if they are short-term minority shareholders, Yahoo may be able to say that they did not have the long term best interests of the company, and get away with it. Now, if they are not short-term minority shareholders, Yahoo could be in a bit of a tangle since minority shareholder "oppression" (just look it up) is one of those touchy issues.

      Either way, I feel bad for them - they are between a rock and a hard place. Ah, well.
    7. Re:this might be interesting by poetmatt · · Score: 1

      IANAL, but I thought the exact same thing. It's pretty easy especially when its legit, that they can prove that this is a sound business decision. Hell I know how easy it is for illegit business decisions to call it a sound business decision. I don't know if this would solidify the board of directors further (from being kicked out at the end of the year) but I would not doubt that if all things are traced, that MS is behind this. Remember, they own shares, they could have incited this themselves. Meanwhile, I doubt that the amount of shares adds up to the shareholders, and if the board of directors leave with a significant amount of pension in the form of stock then they won't even be giving up any influence upon leaving.

      Congrats short term investors, foot vs gun.

    8. Re:this might be interesting by OakLEE · · Score: 5, Interesting

      Regular Business Judgment Rule (BJR) does not apply in hostile takeovers. In these instances the Enhanced Scrutiny Standard or Unocal Test applies.

      Under this standard the Corporation's Board of directors is presumed self-interested, and must show (1) reasonable grounds for believing the taker over is dangerous to corporate policy and effectiveness, and (2) that their defense against the takeover is reasonable in proportion to the threat posed. Only if these two things are shown will the BJR be applied.

      While it is definitely harder to satisfy than the BJR, I still think Yahoo can make some credible arguments to satisfy the Enhanced Scrutiny Standard, especially with respect to how Yahoo would fit within the greater Microsoft corporate structure.

      However, what's more interesting is whether Yahoo's comments about wanting a $40 per share price constitutes an attempt by the board to actively sell the corporation. If the that's the case, the Board has effectivley put itself in an situation where it has a duty to get the best price possible for its shareholders and act in good faith with respect to obtaining that price. This the so called Revlon Rule.

      Given the available information, it's arguably clear that $40 per share is just a pipe dream, especially since Microsoft is the only bidder. Yahoo's Board, by rejecting Microsoft's offer and countering with an unreasonable offer is arguably acting in bad faith, especially if the $40 offer is just a ploy and not a real negotiating strategy. Given that Yahoo is also attempting to entrench their employees, their overall course of conduct does not appear to be proper and in the interest of maximizing shareholder value for a company that is essentially putting itself up for auction.

      In sum, Yahoo's board is going to argue for enhanced scrutiny to apply, while the plaintiffs will be arguing for Revlon to apply, and both probably have good arguments as to the matter. It'll be interesting to see how the court draws the line on this one.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    9. Re:this might be interesting by bm_luethke · · Score: 1

      To put it simply: people who were betting on a company tanking usually can't sue because the company didn't do so. It should be obvious why this isn't so, though I suppose the lawyers in question figure that the chance of a great payout (or settlement) is worth the risk. I'm generally not in favor of most tort reform, but in cases like this I would *love* to see the lawyers disbarred for grossly wasting a companies time/money along with being liable for the costs. The US'es justice system *used* to be about a human applying laws but has slowly shifted to if something is *technically* correct or not. There are many borderline cases that should make it to court and is where being a human should allow one to make a choice, but in this case does *anyone* think it is actually worth doing?

      I can very much see if you were a long term investor suing a company did something intentionally to create a market where those selling short made a lot of money. Yet, I can't see how suing a company for trying to stay, well, a company would work out. Were they in some form of bankruptcy then I could see it, but they aren't. If this somehow retained them being a company yet increased their shareholder value then I could see the lawsuit (even if I do not agree with it). Yet this is not just like, but is exactly, suing a company because it didn't do as badly as you expected.

      As such good luck with that lawsuit. Well, not true - I hope the people bringing on the lawsuit felt what it was like for your investors to "sell short" and loose everything their greedy little minds thought they could get. I hope the lawyers pushing it are disbarred for grossly bad legal advice. I hope Yahoo can recoup their legal costs from said investors/lawyers for such a crappy lawsuit that should never have seen the light of day. Sadly while I hope so, I don't expect it.

      --
      ------- Sorry about the spelling, I suffer from two problems. Dyslexia makes it difficult to spell well, lazy makes it
    10. Re:this might be interesting by richie2000 · · Score: 3, Informative

      IAALS.... I am a legal secretary? "Student" would be a reasonable guess.
      --
      Money for nothing, pix for free
    11. Re:this might be interesting by milsoRgen · · Score: 1

      My take is that shareholder lawsuits are never a given in this country. I'm not very involved in issues related to high finance, but this strikes me as similar to when SuperValu tried to buy out Boise, ID based Albertsons LLC, a group of share holders thought they had gotten an unfair offer the board had accepted (yes kind of opposite of the issue at hand), however if memory servers the lawsuit didn't succeed in preventing the buyout. Even with a groundswell of local support (including Idaho based investors) wishing to keep the company instate and/or increase the gain to shareholders. So I guess I am kinda questioning the effectiveness of such a suit as the (apparently minority) Yahoo shareholders are bringing to the table.
      --
      I'm sick of following my dreams. I'm just going to ask where they're goin' and hook up with 'em later.
    12. Re:this might be interesting by Protonk · · Score: 1

      Oh yeah. That might be better. Do they still have legal secretaries or is that term passe?

    13. Re:this might be interesting by richie2000 · · Score: 1

      No idea, but they're probably renamed "personal legal assistants" or something.

      --
      Money for nothing, pix for free
    14. Re:this might be interesting by Anonymous Coward · · Score: 1, Informative

      Yes, there are still legal secretaries, but the term is distinct: It does not mean legal assistant/paralegal. It simply means "the secretary who works for the lawyer". The only thing that really makes them different from other secretaries is that lots of them are notaries public. My wife was one for about a decade.

    15. Re:this might be interesting by khallow · · Score: 2, Interesting

      Another thing to keep in mind is that we don't know whether the Microsoft offer is sincere. It's very possible that Microsoft's offer is spurious and was extended only to cause the kind of conflicts that we are seeing. Still poison pills aren't the sort of activity that increase shareholder value, I must agree that Yahoo seems in the wrong here.

    16. Re:this might be interesting by falcon5768 · · Score: 1
      not likely. If this went to trial these assholes would actually be paying Yahoos bills once they lost (which there is no way they could honestly win)

      Even better, they would likely be blacklisted ruining these peoples funding group, and destroying the career (and rightly so) of whatever jackasses thought this was a legit tactic.

      There is the heavy stink of Microsoft to this whole deal. As if the groups where paid to create more problems for Yahoo to make the takeover seem like a good out. Unfortunately Microsoft likely hid themselves very well in this since it would amount to harassments and could get them into serious hot water that they likely couldn't skate out of this time.

      --

      "Slashdot, where telling the truth is overrated but lying is insightful."

    17. Re:this might be interesting by azrider · · Score: 2, Interesting

      Given the available information, it's arguably clear that $40 per share is just a pipe dream
      According to some news reports, $40 per share was what was on the table when MS tried this last year. If that is the case, this is not a pipe dream or ploy. This is what MS was willing to pay at that time. The board can argue that this is a legitimate counter, without actively courting another suitor.

      Since this was not a purchase that Yahoo was looking for, "maximizing shareholder value" requires that they look for other (possibly more lucrative) arrangements.

      --
      And ye shall know the truth, and the truth shall make you free.
      John 8:32(King James Version)
    18. Re:this might be interesting by karl+marx+is+my+hero · · Score: 0, Troll

      ROFL @ a law student pontificating on legal matters. Tell us about the rule against perpetuities, Shelley's case, and all the other shit you learned that has no relevance to real practice while you're at it. I think I'll wait for a practicing corp. M&A lawyer to chime in on this- preferable from V50 on up.

    19. Re:this might be interesting by Nimey · · Score: 1

      like all corporations, Yahoo is incorporated in Delaware lol whut

      My former boss would be interested to know that his company isn't governed by the laws of Missouri, and I think some Nevada casino owners are giggling at this point too.

      I suppose IAALS == "I am a luser, son".
      --
      Hail Eris, full of mischief...

      E pluribus sanguinem
    20. Re:this might be interesting by SerpentMage · · Score: 1

      >If Yahoo can effectively prove that the 62% premium offered by Microsoft undervalues the company, then they are on good ground. And indeed, in the past 52 weeks, they have been over that, so that is in their favor. In fact, right now they are trading fairly high post-Microsoft offer, which is also a good thing for them.

      If you are going to talk financial, then please talk about valuation and not share price. The reality is that the valuation of Yahoo has gone down because the earnings has gone down.

      http://www.cnbc.com/id/15837281?q=yhoo

      Earnings at Yahoo were at a high point in 2005, and they missed by 1 cent. So if you see a higher share price then you see a higher earnings. And the reality is that Yahoo could not make its case in front of a lawyer. Right now Microsoft is offering a PE valuation of around 65. Putting this into share price valuation of 2005 it means the share price was 37.7. And that ladies and gentleman was the share price of Yahoo at its high point. In other words Microsoft is being completely fair and a court would see that as well.

      --

      "You can't make a race horse of a pig"
      "No," said Samuel, "but you can make very fast pig"
    21. Re:this might be interesting by cfulmer · · Score: 1

      Well, except that there weren't any defensive measures taken here -- they just rejected Microsoft's offer.
      Saying "no" to a merger is not a defensive measure.

    22. Re:this might be interesting by Shadowlore · · Score: 1

      An excellent analysis, but the lawsuit is about the board not agreeing to a normal offer, not actions taken during a hostile takeover so the BJR is the appropriate context.

      --
      My Suburban burns less gasoline than your Prius.
    23. Re:this might be interesting by falconwolf · · Score: 1

      If you are going to talk financial, then please talk about valuation and not share price. The reality is that the valuation of Yahoo has gone down because the earnings has gone down.

      If you're going to talk then talk about what stockholders want, Yahoo!'s largest stockholder say Yahoo! must accept the offer "if Microsoft raises the price". The fact that management rejected the first offer is good, if MS is serious about acquiring Yahoo! then they will offer more.

      Falcon
    24. Re:this might be interesting by falconwolf · · Score: 1

      My former boss would be interested to know that his company isn't governed by the laws of Missouri, and I think some Nevada casino owners are giggling at this point too.

      Corporations can be incorporated in any state however as GP said Delaware is a friendly state for corporations.

      Falcon
    25. Re:this might be interesting by Nimey · · Score: 1

      Uh, no, GGP said that all corporations are incorporated in Delaware. Try reading for comprehension.

      --
      Hail Eris, full of mischief...

      E pluribus sanguinem
    26. Re:this might be interesting by MistaE · · Score: 1

      Hmmm that's pretty interesting. My prof didn't cover that in our BA class, but I guess something like that is reserved more for the Advanced course.

      In any case, I'm going to remember this just in case I need to recite in the future. Thanks a bunch!

    27. Re:this might be interesting by falconwolf · · Score: 1

      Uh, no, GGP said that all corporations are incorporated in Delaware. Try reading for comprehension.

      Perhaps you can improve your comprehension, he did say Delaware is friendly to corporations. Here's what he said: "Yahoo is incorporated in Delaware, which is very corporation friendly".

      Falcon
  3. Im surprised by EEPROMS · · Score: 0

    it took so long. Yahoo has been on the ropes for the last few years and then to deny a golden parachute to the shareholders is just pure pig headed stupidity.

    1. Re:Im surprised by megaditto · · Score: 1, Offtopic

      The cynic in me says that the CEOs only get paid when the company gets fucked (see HP (re Carly Fiorina), Citigroup, Enron, WorldCom).

      --
      Obama likes poor people so much, he wants to make more of them.
  4. Wow by skogs · · Score: 1

    Greed. Always astounds me. You'd think eventually I'd just expect everybody to be greedy and the world to implode because of it.

    --
    Who is this that even the wind and the waves obey Him? Surely this computer must submit also!
    1. Re:Wow by EEPROMS · · Score: 1

      Greed is one thing but to short change someone's retirement funds for symbolism is stupid.

    2. Re:Wow by Protonk · · Score: 3, Insightful

      Everyone is greedy, by and large. Get over it. Most of us are. In the long run, both sides are about greed. Yahoo is (presumably) makign the argument that shareholder value will be hurt by the merger and these guys are making the value that it will be hurt by avoiding the takeover. Both sides are greedy, fundamentally.

      the managers may feel that they want to take Yahoo in a certain direction not dictated by microsoft, and that is all well and good, but it sounds less noble when you realize that the money they are using to do that is not theirs. It is the money of the tens of thousands of investors in their company that has allowed them to do this. No one is a hero here.

    3. Re:Wow by Dance_Dance_Karnov · · Score: 1

      If these funds have all their money tied up in yahoo stock they deserve the hit for being stupid.

    4. Re:Wow by imasu · · Score: 1, Insightful

      Well, it's not like Yahoo is a saint here. They happily accepted lots of people's money for shares of their corporation. Look, if a company becomes publicly traded, it should surprise no one that the people buying shares of the company are doing so because they believe it will be profitable for them to do so. And once the leap to being a public company was made, Yahoo did indeed incur a fiduciary duty to those people. Now, what you have to ask is, does Yahoo stand a chance of good return on shareholder investment without the Microsoft deal? Do they have a growth future? Because if not, then the shareholders being pissed off and suing over this is not only natural but completely expectable.

    5. Re:Wow by skogs · · Score: 3, Interesting

      There is no retirement fund in the world that should be invested in Yahoo. Retirement people...when you are nearing retirement age you want to have little to no risk. Nobody will be losing any money in their golden years because of this except the idiots that put the money there in the first place.

      This is more likely a long term outlook 'retirement fund'...a pair of funds that right now are in their 'high risk' or 'moderate risk' spans of time. The folks putting in to these funds right now should be in their 20's to 40's. A small hiccup now is not going to be a major factor 30+ years from now...these idiots are just trying to sue their mistakes away because they've already made too many poor investments.

      --
      Who is this that even the wind and the waves obey Him? Surely this computer must submit also!
    6. Re:Wow by timmarhy · · Score: 2, Insightful

      you mean the fund managers. unfortunately nothing will happen to them it's people retirments that will be hurt and these assholes will roll off into the sunset in their porsches, laughing.

      --
      If you mod me down, I will become more powerful than you can imagine....
    7. Re:Wow by Volante3192 · · Score: 3, Interesting

      Stocks are not guarenteed investments. People invest in it because they believe the price will go up, but have no recourse if it doesn't.

      Those poor schmucks that dove into Blackstone at $40/share when it went public probably wish they could sue now that it's down to $15. (Yea, it "opened" at $34 but not to the general public. When the market opened to the public, it bolted up to $40, been going down ever since.)

      This is why stocks are risky investments. They're not guarenteed and not insured. You can lose money. If you want a sure thing, invest in Treasury Bonds.

    8. Re:Wow by xenocide2 · · Score: 1

      I'd say if you're running a big enough pension plan, individual stocks are definitely on the table.

      --
      I Browse at +4 Flamebait

      Open Source Sysadmin

    9. Re:Wow by megaditto · · Score: 1

      You think you can save the world by giving away MY money? Guess it's a good thing we got generous folks like you around...

      --
      Obama likes poor people so much, he wants to make more of them.
    10. Re:Wow by Protonk · · Score: 3, Interesting

      Are you a treasury bond trader? Who qualified you to make all of these remarks? Stocks are perfectly reasonable investments if you understand what your willingness to accept risk is and if you diversify your holdings. If you want safe, don't even get treasury bonds, I hear some checking accounts give interest now.

      Treasury bonds offer a rate of return that is on average much, much lower than the stock market or even the corporate bond market. That is partially because they are lower risk investments. they serve a great role (as do corporate and municipal bonds) for medium term investments because they give a relatively known and fixed return for low risk. for a long term investment, they should now be the majority of your portfolio. You just won't break 3% after transactions costs. Compare a fund investing for 30 years at 3% with one investing at 6%. After 30 someodd years, the 3% portfolio will have roughly doubled, but the 6% portfolio will have increased by ~6 times. That's a pretty significant difference.

      Just because you lost money on stocks doesn't mean that they are bad for everyone, always. Sheesh.

    11. Re:Wow by OakLEE · · Score: 2, Informative

      There is no retirement fund in the world that should be invested in Yahoo.


      Pension funds have lots of constituents at differing points in their life. They have to pay out money to pensioners who have already retired, and they have to make sure there is enough money to pay out those people who will be retiring 5, 10 or 20 years from now. Thus they do have to worry about growing their funds size, which makes growth companies like Yahoo worthwhile investments. While I agree with you that Yahoo itself is a rather horrible investment, there is no way that a pension fund would be able to keep up with growth targets by just investing in Altria, Pfizer, and Proctor & Gamble.
      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    12. Re:Wow by turing_m · · Score: 2, Informative

      "This is why stocks are risky investments. They're not guarenteed and not insured. You can lose money. If you want a sure thing, invest in Treasury Bonds."

      You can lose money in bonds too, even treasury ones. If whoever is in charge of printing money decides to print a lot more of it after you buy the bond, your future buying power is diluted and so the trading price of the bond can go down significantly, especially with long term bonds.

      --
      If I have seen further it is by stealing the Intellectual Property of giants.
    13. Re:Wow by erroneus · · Score: 1

      Gambling vs Investment:

      What is stupid to me is how people continue and persist in functionally deny what "investing" in the stock market is. It's GAMBLING. It always has been and always will be. I have to wonder if anyone ever sued a casino and won? "The blackjack dealer should have told me not to double down!" Markets rise and fall and they even crash. They fluctuate.

      There are no guarantees that any investment will pay off, especially in short terms... or even in long terms... just ask SCO investors!

    14. Re:Wow by Anonymous Coward · · Score: 0, Interesting

      Stocks are a zero sum game, if not one of the biggest pyramid schemes around. When people make money on a stock, there is another schlub who will be losing money in the future. Money doesn't appear from nowhere.

      If you want to invest in something, invest in oil commodies, or if you *really* have to do a stock, do Exxon-Mobile or an oil based stock where they are making profits higher than most European countries' GDPs.

    15. Re:Wow by Protonk · · Score: 1

      are you serious. This is modded as a troll? You've got to be fucking kidding me. What a luddite and ignorant mod base.

    16. Re:Wow by Protonk · · Score: 1, Insightful

      How in the WORLD can you justify aruging that stocks are a zero-sum game. Let alone making that argument then in the next sentence say that we should be buying oil company stock.

      How in the WORLD does that go through your head?

      Please explain to me in great detail how stocks are zero sum. Then explain why I care, assuming that I'm not the person losing the money in the future. THEN explain average stock market growth (including depressions) in the us of about 6-7% for the last 130 years. Then explain how lower risk investments have an obvious return of >0% (bonds, savings accounts).

      fucking amaze me.

    17. Re:Wow by Protonk · · Score: 2, Insightful

      It seems stupid and ignorant to me that people who don't understand something can see fit to pass judgment on it. SO what exactly qualifies you to make this blanket pronouncement that gambling is the same thing as investing in the stock market? It it your feeling that the absence of a sure thing equals 100% risk? that is what it sounds like.

      sure. Markets fluctuate. Countries default on debt. Banks fail. shit happens. When you invest in ANY investment it is always prudent to look at the kind of risk you are willing to accept and the timeline you have to invest. If you need the money on hand 10 years, it might be better to not invest in a group of stocks. If you don't need it for a while and you have a medium tolerance for risk, stocks are a GREAT investment. So good that you would be stupid to ignore them.

      Look. The only investment with 0 risk offers a negative rate of return. You suffer little to no risk by putting your money in your mattress. It just will lose value due to inflation. If that is your investment strategy because of the undue risk of other investments, I'm glad I'm not your kids or grandkids.

    18. Re:Wow by im_thatoneguy · · Score: 1

      What about my retirement fund? I'm 21 and I'm willing to accept some moderate risk at this point in the game. Retirement funds aren't all started when you're 40. I would hope that the firefighters and police officers who are just coming out of the academy would be doing the same since like you said this would only be a minor hiccup.

    19. Re:Wow by erroneus · · Score: 2, Insightful

      There's only one word that has to be applied that blows your whole response away:

      Risk.

      You said it and you likely know what it means. *Any* amount of risk is a gamble.

      Bonds, on the other hand are much less of a risk and are a contract to repay. Municipal bonds are good. I do appreciate what the intent of investment strategies are, but at the end of the day, the core of it is risk. Even if one in ten thousand risks taken goes bad, it's still risk. I just don't see how people can fail to wrap their heads around the concept.

      The whole shareholders suing the board of directors has little chance of success and if you ask me (and I know you're not) I'd say this was something started by Microsoft as a means to make any other company that fights back against their will to think twice before refusing their offer. They have a long history of buying other companies out. It usually turns out badly for the other companies. And it seems lately (at last!) people at all levels, from consumers to investors are finally having to face the facts about Microsoft; their practices, their successes, their failures, the road their following and where they are headed.

      Microsoft is a dirty player and time and time again it has been shown where they have pulled some very ugly stunts in attempts to get their way. (Need examples? I hope not... but recently, trying to buy votes and manipulate the process surrounding the whole OOXML for ISO mess, the varieties of connections indicating Microsoft funding being behind the SCO lawsuits, and various other anti-competitive behaviors that have been documented in court and other legal documents over the past few years.)

    20. Re:Wow by imasu · · Score: 1

      Which is not the point at all. Of course stocks are risky. However, that does not change the fiduciary duty of a publicly traded corporation to its shareholders, and if the shareholders can make a valid argument that the company is not acting in the best long-term interest of the shareholders, which incidentally seems a quite valid argument in this case, then they have completely valid grounds to sue.

    21. Re:Wow by Protonk · · Score: 1

      I'm not "failing to wrap my head around this concept". This is lunacy. Do you drive to work in the morning, knowing that at any moment, you could be killed by a semi-trailer crossing the median? Do you fly airplanes, knowing that the risk, however small, exists that you might be killed in a crash? do you ever eat new food? Have you ever bought a house? You know that appraisal you get can be (and probably is) wrong, and the errors don't work in your favor.

      It is beyond absurd to suggest that you could read my post and come up with the word "risk" as something that I missed somehow.

      Please, please, please stop using the word gamble to talk about investment. It has all sorts of connotations attached that don't apply to investment. the statement "any amount of risk is a gamble" is so unhelpful as to be silly. at the risk of repeating myself, I can tell you there is only one risk free investment strategy, and that is to hold cash (this assumes you don't lost it yourself). the problem with that strategy is it often has a negative return over time. inflation eats away at the value of money. in order to beat inflation you need to take some risks.

      Risks doesn't mean gambling. you need to invest in such a manner that a stock downturn doesn't impact you too adversely. If you listened to some dumb-shit MSNBC guy and put all your money in iternet stocks in 1999, that doesn't prove the stock market is a gamble. It proves you made a stupid choice and got burned for it. Every investment portfolio should include some bonds. Some should be government. Some should be corporate (FYI, if a company pays their bonds back, their stock usually doesn't go in the shitter, and if their stock tanks, they are probably going to default on their bonds, just because it is a structured loan doesn't mean anything more in terms of promised return). If you are young, the rest of that portfolio should be stocks. As you get older, less and elss of it should be. They shouldn't be all the same stocks. They should be solid companies in different industries that aren't linked by common fundamentals

      If you diversify your portfolio, your losses in an overall downturn will be minimized. You will see a downturn as a hiccup and ten yours later it won't impact your overall average return.

      This doesn't mean I think the Yahoo takeover is a good idea. It doens't mean I think direct sharehold control is a good idea (responding to your last few paragraphs). I don't feel that this was a proxy action started by microsoft, simply because it is clear and unambiguous to show a motiv for why a normal Yahoo shareholder would file the same suit.

    22. Re:Wow by TheRaven64 · · Score: 1

      I can tell you there is only one risk free investment strategy, and that is to hold cash Not true. Currency markets fluctuate and there were a number of instances of hyperinflation in the last century (none in the USA) which caused pretty much any cash holdings to become worthless overnight. Diamonds were a good investment, but since it's now possible to synthesises them they won't be for much longer. About the only thing likely to keep its value is some form of heavy metal (gold being a popular choice). The energy cost of synthesising these, even if the technology were readily available, is so high that they are likely to retain their value as long as there are still uses for them (gold is likely to remain valuable for as long as we are still using electronics. Nano synthetics are likely to start to replace it in the 'oooo shiny' market in the next 20 years though.).

      If you want to avoid risk, store a load of U235 under your mattress...

      --
      I am TheRaven on Soylent News
    23. Re:Wow by johnsonav · · Score: 1

      there is some sucker out there who buys at a higher price believing there is an even bigger sucker who will pay more for said stock later on. You're missing the whole point of why MS would want Yahoo, or why any business takes over another. For the most part, it's so they can own the business, not so they can turn around and sell it later. Yeah, for the most part, the stock market is used for speculation, but not in this case.

      Even when considering only the speculators, the market is still not zero-sum. People are trading risk, which definitely has some value.
      --
      ... and that's when the C.H.U.D.'s came at me.
    24. Re:Wow by jbengt · · Score: 1

      By that logic, there's nothing you can do that wouldn't be called gambling, thus rendering that categorization useless.

    25. Re:Wow by Protonk · · Score: 1

      OMG, I KNEW this was going to come back to gold. What heppens to the store of value in precious metals when they mine more out of the ground? Are you prepared to tell me that there are no periods in history where the exogenous (meaning in this case, not done by the government) change in value of a precious medal didn't cause a metal backed currency to panic?

    26. Re:Wow by Protonk · · Score: 1

      Are you really serious? How the fuck do I have a vested interest even if I do own stocks? What are the odds that you will be converted by me and magically buy MY EXACT STOCKS, causing my wealth to go up?

      Show me the point in the macro course curriculum where they point out that stocks are valueless. Or....wait....do they teach the Gordon growth model in macroeconomics still, which values stocks based on the future earnings of dividends? That can't be. You must be right. they must teach that stocks are valueless in every economics class out there.

      Look, just because people buy stocks at prices that are too high and markets have multiple equilibira doesn't mean that it is all a ponzi scheme. You have to be willig to accept contradiction and nuance in your life.

      And you still haven't proven your point. But whatever. If you think commodities are so great, why don't you invest in some whale oil. I heard that was all the rage. I mean FFS, it's not like after the crash of 29 we never recovered. It isn't like we have yet to get back to that level of wealth and productivity per capita. We passed it again before WWII.

    27. Re:Wow by servognome · · Score: 1

      There are no guarantees that any investment will pay off, especially in short terms... or even in long terms...
      If you define gambling as any act where there is no guarantee for payoff, then all of life is a gamble.
      If instead you look at investing & gambling as part of a risk spectrum you'd be closer to conventional definition. Most people don't think going to college is gambling with tens of thousands of dollars, even though there is no guarantee that it will "pay off."
      --
      D6 63 0D 70 89 81 BB 8E 7B 7C 5F 5D 54 EA AB 73
    28. Re:Wow by Anonymous Coward · · Score: 0

      Dividends and buyouts, you tard. They're not zero-sum.

    29. Re:Wow by 2short · · Score: 1

      "Stocks are definitely a zero sum game"

      You are simply incorrect. Businesses make profits by doing whatever it is they do, and their owners get the money. In the case of publicly traded companies, the owners are stockholders. Trading of stocks between various people with different beliefs about how much money companies will make does indeed result in more savy/lucky investors taking money from less savy/lucky ones. But the sum of this game is not zero. The sum of this game is the amount of money made by publicly traded companies. Which is, on average, a very non-zero number.

    30. Re:Wow by JesseMcDonald · · Score: 1

      Look. The only investment with 0 risk offers a negative rate of return. You suffer little to no risk by putting your money in your mattress. It just will lose value due to inflation.

      That's not really zero-risk either, since the rate of inflation is subject to change. Zero risk would imply that one knows exactly what one's situation will be at all points in the future. So long as one is alive the future will always include a nonzero level of uncertainty; the only way to truly eliminate risk is to die.

      --
      "The state is that great fiction by which everyone tries to live at the expense of everyone else." - Bastiat
  5. wait a minute? by genican1 · · Score: 0

    Is this Slashdot? People are actually saying that MSFT buying someone out is a good idea?

    1. Re:wait a minute? by Protonk · · Score: 1

      More likely we are saying that shareholder lawsuits are a stupid idea. I don't know if I agree with that sentiment, but it is a pretty blunt tool of shareholder control.

    2. Re:wait a minute? by EEPROMS · · Score: 0

      No, ask yourself, when you retire would you be happy if your income was 20% lower ? So if some rich geeks with iphones from Yahoo say "hai dude were the good guys so were not selling your stock so "you" can make a fat profit and retire in comfort. Yahoo's board forgot they are a company that "is legally bound" to represent the interests of their shareholders not their own weird pride or symbolism.

    3. Re:wait a minute? by Volante3192 · · Score: 2, Insightful

      Stocks are a gamble. Period. You agree to contracts that explicitly state this when you start playing the market. You have no guarenteed return on your investment. You could very well lose it all and anyone with stocks Should Know This.

      If you want a sure thing, get a Treasury Bond and STFU.

    4. Re:wait a minute? by Lazbien · · Score: 2, Interesting

      True. Stocks are a gamble. However, as these Funds likely have Class B common stock, which provides them with ownership and voting rights, they are demonstrably justified in wanting to file a suit primarily due to the fact that the decision to "spurn Microsoft" is a decision for the OWNERS, not the MANAGERS left in control.

      (here's why economists should only be allowed one arm...) But on the other hand, thus the problem with Agency.

    5. Re:wait a minute? by Lazbien · · Score: 1

      erm.. Class A common stock, rather.

    6. Re:wait a minute? by timmarhy · · Score: 1, Insightful
      Stocks aren't a gamble, they are a purchase of a share in a company in which the companys directors are bound by law to operate in your best interests.

      about as far from a fucking gamble as you can get dumbass.

      --
      If you mod me down, I will become more powerful than you can imagine....
    7. Re:wait a minute? by Protonk · · Score: 1

      How is a treasury bond a sure thing? governments default on their debt. How about this. Bonds offer a contracted return that might not happen due to default risk and might be lowered due to inflation and changes in interest rates. Stocks offer no such guaranteed return save the fact that as an owner you are entitled to a share of profits. You are also (in some cases) given some fractional say in how the company is run.

      It isn't a gamble. Some investments are riskier than others. No investment is risk free. Some investments are VIRTUALLY risk free, but you pay in terms of your return. Jesus. What do they teach kids these days?

    8. Re:wait a minute? by OakLEE · · Score: 1

      I would say they most resemble sports betting. As a small investor, when you invest in a stock, you are trying to a find a company that you feel the street has valued wrongly, and you are betting that eventually, the Big Boys (mutual funds, pension funds, hedge funds) will realize this as well and bid up the price of the stock to the point where it is fully valued. This is no different really than betting the spread on a sporting event. You are betting that the current line is wrong, and you win money if your guess is correct.

      Now where investing differs in my opinion from sports betting is that there is more research and information you can gather on a given company than there is on Team A or Team B. You also have the added advantage of knowing that Big Boys essentially all play the game the same way (read a couple books on investing and you'll realize that there are only a handful of strategies out there that are all widely followed). Thus, there are less variables you have to look out for, and more importantly, fewer unforeseen ones that you cannot factor in. Then again, that's also why successful investment returns around 20%-50%, while a successful wager will return almost 100%. Higher risk, higher reward.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    9. Re:wait a minute? by Doppler00 · · Score: 1

      How are those "no risk" treasury bonds doing for you with 0.8% return in an environment of 8% inflation??

      Everything has risk. You have to know how to deal with it. I have never heard of anyone getting wealthy through treasury bonds.

    10. Re:wait a minute? by evilviper · · Score: 1

      How is a treasury bond a sure thing? governments default on their debt.

      That is certainly possible, but I suppose about equally likely of happening as that same government seizing the assets of a private bank where you are storing your money.

      The US has not defaulted on its debt even once.

      and might be lowered due to inflation and changes in interest rates.

      An risk you face, no matter how you store your money, having nothing to do with bonds.

      It isn't a gamble. Some investments are riskier than others. No investment is risk free.

      You could say the same things about gambling.
      --
      Slashdot gets worse every day... Pipedot: News for nerds, without the corporate slant
    11. Re:wait a minute? by Protonk · · Score: 1

      No, I couldn't say the same thing about gambling. for one, In gambling, the house always wins. the games are set up such that your eventual return is always less than 1.00.

      Look, the whole problem people have is with volatility. Volatility scares people. People respond more to volatility than they do to actual risk. Ask someone how to determine if a company is a risky investment and they will more than likely point to the 52 wk hi/lo for the stock rather than some more fundamental assessment.

      Are stocks riskier than bonds? Of course. Can you see a rate of return on ANY investment that beats the market perpetually? No. All of these specacular crashes we see are coming from people who promised greater than market return and took risks to get it. Those risks will, statistically, bite people in the ass. Some people got rich. Some people lost a bunch of money. On average, wealth grew and will continue to grow at a reasonable rate over time. One of the bid reasons it will grow is through equity finance.

      Making the statement that one investment is riskier than another is fine. Making an unsubstantiated claim linking on investment to what is basically a means to throw your money away is ignorant and silly.

    12. Re:wait a minute? by evilviper · · Score: 1

      In gambling, the house always wins.

      Gambling does not require a "house". It's difficult for non-existent parties to "always win".

      On average, wealth grew and will continue to grow at a reasonable rate over time.

      How unfortunate for you that you can't invest in the "average" stock, at the "average" time.

      Making an unsubstantiated claim linking on investment to what is basically a means to throw your money away is ignorant and silly.

      Gambling is not throwing money away. Gambling is taking risks (beyond your control) with your money. That is exactly what you face in the stock market.

      --
      Slashdot gets worse every day... Pipedot: News for nerds, without the corporate slant
    13. Re:wait a minute? by Protonk · · Score: 3, Insightful

      FFS.

      Gambling doesn't require a house but most of the games we think of do. The reason people aren't usually out there making money on the craps circuit isn't because of the ups and downs. It is because the odds in craps are DESIGNED so that you will never win, on average. The expected value of one dollar played on a craps table over the long run is about 92 cents. In the end, you are losing money. On the contrary, there are games of chance that people do make a living on. Very famously, people have made a living on poker. In this case, the house takes a cut, but it doesn't impact the odds of winning or make it so that the expected value of a dollar in over the long run is less than a dollar out.

      I will continue to say that it is ignorant of you to compare gambling to equity finance. Do you understand what portfolio diversification is? It is almost PRECISELY investing in the average stock in order to limit damage to the portfolio due to volatility. You find two investments (or more, really) that will respond differently to a single market change, and you invest a little in both. the ma expected return is lowered, but the variance is lowered even more. It's a fundamental tenet of smart finance and it is nothing like gambling at all.

      Are there nonzero risks in the stock market? Sure. If you want to define gambling as taking risks beyond your control with your money than treasury bills are gambling. You said before that the US has never defaulted on its explicit debt and you are correct, but the risk is still there. If you want a risk free investment strategy, take your money and put it in a checking account. It is protected by the FDIC, some even offer a small rate of return, and there is no risk. Of course, you will barely beat inflation and you will forgo 100,000's of dollars worth in lost compounded interest, but it's your money.

    14. Re:wait a minute? by Your.Master · · Score: 1

      How unfortunate for you that you can't invest in the "average" stock, at the "average" time. Mutual funds.

      Gambling is not throwing money away. Gambling is taking risks (beyond your control) with your money. That is exactly what you face in the stock market. Everything you do with your money is a risk. Everything, including doing nothing with it. And it's never entirely beyond your control, except in games of pure random chance. Particularly with stocks, you can follow trends and learn business strategies. But anyway, it is *not* exactly what you face in the stock market.

      If you gamble with just your buddies, your expected return for a dollar might be as high as 1. If you gamble at a casino, you have 1. If you invest in the stock market, you have an expected return of > 1 (statistically determined).

      If you don't put your money into shares, or something else, then you are "gambling" on the currency market. After all, the value of your currency is beyond your control. Some level of inflation is nearly a given in first world countries, so that's a bet with far 1 odds.

      Somehow people have gotten the opinion that only deviation from the "default" setting (in this case, cash in the bank or under the mattress as compared to invested) can be judged. It's the same problem that leads people to say they will save 300 lives guaranteed instead of taking a 30% chance of saving 1000 lives; yet given 1000 people with a 30% chance of them all dying, they will not say that they would sacrifice 700 lives to guarantee the safety of the remaining 300. But there's nothing magical about the default setting.
    15. Re:wait a minute? by Sir_Lewk · · Score: 1

      Modded troll? Are you kidding me mods? He has a damn good point!

      --
      "linux is just DOS with a UNIX like syntax" -- Galactic Dominator (944134)
    16. Re:wait a minute? by Durzel · · Score: 1

      His profanity let him down really, as he made a good point.

      Stocks are only a gamble in so much as when it involves things the company can't control or is unable to react to. When you buy stocks in something it is with the expectation that the board of directors will act in the best interests of the shareholders.

      Although IANAL I can definitely see merit in this lawsuit and people writing it off as frivolous or simply borne out of carpet bagging are wrong. As already stated above $31 is a higher share price than any shareholder can ever expect Yahoo to reach under its own steam given its track record and its perceived value in the modern day Internet as compared to the likes of Google and indeed Microsoft themselves. Dismissing this offer out of hand does seem to strike of bullishness to me.

      Either way I think Microsoft will be looking at this and smiling - if their original offer wasn't genuine to begin with (poison pill strategy) or even if it was, they'll most likely eventually be able to acquire Yahoo without having to concede much at all.

    17. Re:wait a minute? by evilviper · · Score: 2, Interesting

      You said before that the US has never defaulted on its explicit debt and you are correct, but the risk is still there. If you want a risk free investment strategy, take your money and put it in a checking account. It is protected by the FDIC, some even offer a small rate of return, and there is no risk.

      Banks aren't any more risk-free than government bonds. Banks can go under and then you are dependant on the government to eventually pay you back. Errors in paperwork can occur, identity fraud happens, etc. And more than that, if you aren't willing to trust a certain government with your money they don't need to default on your bonds. They could just as easily seize banks under their jurisdiction at any time.

      --
      Slashdot gets worse every day... Pipedot: News for nerds, without the corporate slant
  6. I'd be angry, too. by Daemon_Maestro · · Score: 2

    If I were a Yahoo shareholder, I'd be excited to be able to convert that into Microsoft stock. To have someone deny me that chance based on a childish rivalry would really upset me.

    1. Re:I'd be angry, too. by Volante3192 · · Score: 0, Troll

      Err, you can do that anyway. It's called "selling Yahoo and buying Microsoft." Surprisingly, this can be done without mergers taking place.

      What you're actually crying about is "I didn't make as much money as I could at this instant" which should be met with scorn and ridicule because the stock market is simply legalized gambling. There is no guarenteed return on your investment. In fact, brokers make sure you're aware of the point that You Can Lose Money and you're not getting it back.

    2. Re:I'd be angry, too. by Daemon_Maestro · · Score: 1

      The point is to make money. This would make the shareholders a lot of money, where the company has a pretty large likelihood of losing the rest of its foothold. The company's leadership could have mitigated that risk and allowed stockholders to merge their investment into something much more long-term.

      Not only that, but selling Yahoo to buy Microsoft disregards the taxes I'd be paying on that move, among other things.

    3. Re:I'd be angry, too. by Your.Master · · Score: 2, Insightful

      I don't know which of your many posts making the same point to respond to.

      "the stock market is simply legalized gambling"

      False. The stock market is very *complicated* legalized gambling; there's not much simple about it. And it's only gambling in the same sense as every purchase is. EVERY purchase. Even a bag of chips from the grocery store. It's just got a different risk/reward profile.

      The board of directors is chosen to represent the interests of the shareholders. Failure to represent the shareholders is a dereliction in the same sense that a contractor's failure to fix your gas leak, or an auto-mechanic's failure to fix your brakes, or your grocer's failure to accurately represent the "best before" date on your milk, or your employer's failure to pay your wages is a dereliction; all can come to lawsuit.

    4. Re:I'd be angry, too. by Protonk · · Score: 2, Informative

      The stock market isn't legalized gambling FFS. god damn it. why do people keep modding this insightful. just because it doesn't always go up and just because you don't understand it doesn't make it gambling. You want some stock market investments that you won't ever go bankrupt on? Go find large companies with Aaa/AAA bond ratings and buy their stock. Then sit on it for a while. Don't sell when it drops. Just hand on to it. You'll see a growth rate a little below the market on average.

      You want a recipe to lose fucking money, in any situation? But shares in companies whose business plans you don't understand, whose revenue streams are unproven and whose entire earnings potential stems from future business that doesn't exist yet. 1/1000 you will pick Microsoft, google, Apple, etc. The rest of the time you will pick companies that are bankrupt now. It is just like investing in your friend's restaurant. It is not written anywhere that you have to make a return on things.

      And don't pretend like you understand what is going on. He can't "sell Yahoo and buy Microsoft" at the price that Yahoo stock would have fetched had the deal go through. No one would buy it. that's why people were interested in the deal. It represented a step change in their stock value. Whether or not it was wise in the long run is not what is being discussed.

    5. Re:I'd be angry, too. by xenocide2 · · Score: 1

      What you're actually crying about is "I didn't make as much money as I could at this instant" which should be met with scorn and ridicule because the stock market is simply legalized gambling. There is no guarenteed return on your investment. In fact, brokers make sure you're aware of the point that You Can Lose Money and you're not getting it back. Honestly, the suit isn't about losing money on a gamble, it's the classic management vs shareholders fight. Management has a vested interest in their jobs, even though their task is to work in the best interests of shareholders. The then board is supposed to consider all possible options, including selling the company if it's a reasonable offer. Sitting on the table is a "get your money back and more!" offer. Something like 60 percent above the current stock price if I recall. Yahoo! management is effectively betting that it can do better than that in some magical long term, versus the market at large. Maybe the stock is currently a bit undervalued, so some of that 60 percent is simply going towards a some fairer valuation.

      Business isn't legalized gambling. Yes, you're taking risks to make money, but nobody has to lose. Maybe Microsoft and Yahoo! could serve more ads for higher prices than they could seperately?
      --
      I Browse at +4 Flamebait

      Open Source Sysadmin

    6. Re:I'd be angry, too. by big_paul76 · · Score: 1

      The stock market isn't legalized gambling FFS. god damn it.

      You want some stock market investments that you won't ever go bankrupt on? Go find large companies with Aaa/AAA bond ratings and buy their stock.


      Tell that to people who bought CDOs.
      --
      The plural form of "anecdote" is "anecdotes", not "evidence".
    7. Re:I'd be angry, too. by ciggieposeur · · Score: 1

      The stock market isn't legalized gambling FFS. god damn it. why do people keep modding this insightful.

      It keeps getting modded that way because gambling is the next closest thing that behaves like the stock market:

      1) The regular media (the big 4, not CNBC) makes daily announcements of stock price movement but don't talk about business plans, much like they talk about winning horse races but avoid discussing the training regimen.

      2) It uses the terms "winners" and "losers" a lot.

      3) People can "get rich" by "betting on" a particular mix of stocks just as they can get rich by betting on particular horses/dogs/sports teams/etc.

      4) There have been multiple spectacular meltdowns of the stock market and people are still alive to remember the most famous one of the Depression.

      5) MOST IMPORTANTLY, individual stock market earnings are deemed personal achievements rather than victories of the communal economy.

      If you really want people to stop talking about stocks/investing like gambling, then YOU need to change the language you use to talk about it. Say things like "the biotech sector has done great with making useful products and we're all now benefitting from that success" rather than "I put my money in biotech firms X Y and Z because I knew they had good stuff coming out". The former makes stock profits an extension of a generally solid economy, the latter is a bet you made that paid off.

      As long as you continue to say that stock profits happen because of the work you put in in picking them, everyone else will say that Wall Street is your gambling venue.

    8. Re:I'd be angry, too. by azrider · · Score: 1

      Something like 60 percent above the current stock price if I recall.
      No, it was a 62% premium above the stock price at the time of the offer. When the offer was made Feb 1st, the deal was valued at 44.6Bn. It is now at approx 41Bn and heading south (due to Yahoos stock price going up and Microsoft' s going down). Unless the deal is all in cash, the value of the deal is highly dependent on the spread.
      --
      And ye shall know the truth, and the truth shall make you free.
      John 8:32(King James Version)
    9. Re:I'd be angry, too. by falconwolf · · Score: 1

      If I were a Yahoo shareholder, I'd be excited to be able to convert that into Microsoft stock. To have someone deny me that chance based on a childish rivalry would really upset me.

      If I were a Yahoo! stockholder, to make me convert my stock to MS stock is what's childish. Especially when the first offer of a buyout is usually low. A business usually offers a low price the first offer then will raise it.

      Falcon
    10. Re:I'd be angry, too. by xenocide2 · · Score: 1

      Right. The current price at the time of the offer. My statement was clearly confusing. Apologies. I'd imagine if Yahoo! definitively says no the price would fall.

      --
      I Browse at +4 Flamebait

      Open Source Sysadmin

  7. Microsoft can buy as many shares as it wants by Anonymous Coward · · Score: 2, Interesting
    At a certain set point, Microsoft has to make the same offer to all shareholders. Yahoo can't prevent Microsoft from buying shares from any shareholders as long as Microsoft follows the rules.

    What Yahoo management can do is thwart Microsoft by making it too expensive to buy up all the shares. Such a tactic is called a poison pill:

    The poison pill was invented by noted M&A lawyer Martin Lipton of Wachtell, Lipton, Rosen & Katz, in 1982, as a response to tender-based hostile takeovers. Poison pills became popular during the early 1980s, in response to the increasing trend of corporate raids by businessmen such as Carl Icahn. Although the legality of poison pills was unclear for some time, they were upheld as a valid instrument of Delaware corporate law by the Delaware Supreme Court in its November 1985 decision Moran v. Household International, Inc.

    It was reported in 2001 that since 1997, for every company with a poison pill that successfully resisted a hostile takeover, there were 20 companies with poison pills that accepted takeover offers.[1] The trend since the early 2000s has been for shareholders to vote against poison pill authorization, since, despite the above statistic, poison pills are designed to resist takeovers, whereas from the point of view of a shareholder, takeovers can be financially rewarding.

    http://en.wikipedia.org/wiki/Poison_pill

    The bottom line seems to be that, if Microsoft is determined, Yahoo's management probably can't prevent a takeover unless some other buyer is more determined and has deeper pockets.
  8. Grammar: You're doing it wrong by ZerMongo · · Score: 1

    Yahoo is being sued by its shareholders.

    1. Re:Grammar: You're doing it wrong by falconwolf · · Score: 1

      Yahoo is being sued by its shareholders.

      Yahoo is being sued by it's shareholders.

      Falcon
    2. Re:Grammar: You're doing it wrong by hexmem · · Score: 0, Troll

      Yahoo is being sued by its shareholders.

      Yahoo is being sued by it's shareholders.
      Falcon Sorry Falcon, your wrong.

      Yahoo is being sued by its shareholders.

      It's is a contraction of "it is" or "it has."
      Its is the possessive form of "it."

      The confusion between it's and its occurs because on virtually every other word 's indicates possession, so English speakers naturally want to use it's to mean "something belonging to it." But it's is only used when it's a contraction of it is or it has.

      The ironclad rule - no exceptions - is that if you can replace the word with "it is" or "it has," use it's. Otherwise, it's always its.
    3. Re:Grammar: You're doing it wrong by falconwolf · · Score: 1

      You're right, I was tired and mixed up contractions and possessive pronouns. Actually English is a crazy language, and may be the hardest one to learn for non native speakers. But at least it doesn't have gender pronouns like French or German. Un and une. Or der, die, or das. Then again Chinese has 66,000 ideograms and Mongolian has 10,000 more. Also written Chinese has two main romanization styles, Wade Giles and pinyin.

      Falcon
  9. Misleading Summary by chubs730 · · Score: 1

    In the continuing saga of Yahoo resisting a Microsoft buy out, Yahoo is now being sued by it's shareholders. AFAIKIANAL, but either the submitter threw in one too many apostrophes or It Is Shareholders Inc. is pissed about something.
  10. Reminds me of a trilogy by Anonymous Coward · · Score: 2, Funny

    "I have an offer you can't refuse"

    1. Re:Reminds me of a trilogy by gowen · · Score: 2, Funny

      That's not a trilogy. Godfather, Godfather Pt II. That's all they made. There is no terrible, ill-conceived third Godfather film. Didn't happen. And there's certainly no implausibly-plotted, badly written, third film with Frances Coppola's immediate family stinking up the acting joint. Not listening. Na-na-na-na-na-can't-hear-you.

      --
      Athletic Scholarships to universities make as much sense as academic scholarships to sports teams.
    2. Re:Reminds me of a trilogy by Chas · · Score: 1

      Next thing you'll see is one of the board members of Yahoo waking up with a horse's head in his bed, the forehead caved in by a thrown chair....

      --


      Chas - The one, the only.
      THANK GOD!!!
    3. Re:Reminds me of a trilogy by MrCopilot · · Score: 1

      Me too, "It's a trap"

      --
      OSGGFG - Open Source Gamers Guide to Free Games
  11. Horay for ethics! by Professional+Slacker · · Score: 1

    And this is why Business ethics will never ever work. A public company tries to do some thing other than the most profitable option in front of them, like behave civilly*, and next thing you know their share holders sue them until they give in and act like profit mongering dicks.

    *I'm not say Yahoo is acting with the public's best interest at heart, just that this case illustrates why a company can't operate that way.

    --
    A Free Market requires informed intelligent consumers, such people are rare, we're in trouble.
    1. Re:Horay for ethics! by Spasemunki · · Score: 1

      Jared Diamond made some excellent points in this regard in his book Collapse. If companies are going to do something that is socially good- like improve their environmental policies- current law requires that the corporation show that either 1) it's required by law to do it, or 2) it will make its shareholders more money by being nice than not. On the other hand, were we to get rid of the various shareholder protection laws that require corporations to be constantly acting in the interest of the shareholder's money, it becomes very difficult to ensure that corporations aren't spending investor's money irresponsibly.

      In other words, if you want companies to act ethically, you need to either "align their incentives" with it- make it costly for them to behave unethically- or make it illegal to act unethically.

      The case here seems a bit quixotic- I can't see a court ruling that Yahoo was failing to enhance shareholder value by turning down a somewhat low ball acquisition. Even the rumor that Yahoo was nosing around for a white knight could ultimately show that there was other interest in Yahoo as a property, and that Microsoft's bid undervalued the company, if others were interested. Maybe someone is trying to cover a short-term gap; maybe they're heavy in both Yahoo and Microsoft and want to pull cash out of the Yahoo deal while holding onto Microsoft stock that would hopefully be ultimately buoyed by the acquisition. A lot of these local and regional pension systems are hurting to cover their obligations; if they have a lot of Yahoo stock that they need to liquidate to cover near-term debts, they might prefer the guarantee of a Microsoft buyout to the prospect of unloading stock gradually over the next n months or years, where the price is going to be subject to greater volatility. A large holder or two dumping stock onto the market can depress prices, reducing the value of any additional holdings that they have; a nice orderly buyout would put cash in their hands at a fixed price.

    2. Re:Horay for ethics! by cherzog · · Score: 1

      > The case here seems a bit quixotic- I can't see a court ruling that Yahoo was failing to enhance shareholder value by turning down a somewhat low ball acquisition.

      It's hardly a low-ball deal.

      Yahoo has investment cash-equivalent assets which come out to about $12 per share which means that at $19, the real *value* of the company is only around $7 per share.

      An offer of $31 when you back out Yahoo's cash equivalents is $19 for a stock that is trading at $7 - that's almost a 3X premium and is actually a quite generous offer. In situations like this, you need to back out any cash or cash-equivalents the company holds because no one pays $1.50 for $1.00 in on hand cash.

  12. Well, they're fucked if MSFT withdraws the bid by melted · · Score: 0

    Yahoo will trade at ten bucks a share if that happens. And Yahoo is fucked if Microsoft acquires them, so institutional shareholders might as well use the opportunity and sell shares RFN. There are very few companies, even much smaller than Yahoo, that Microsoft acquired and did not fuck up.

    1. Re:Well, they're fucked if MSFT withdraws the bid by Anonymous Coward · · Score: 0

      Please enlighten us, which companies did Microsoft acquire and screw up?

  13. Damned if you do... by Quixote · · Score: 1
    I'm sure Yahoo would have been sued had they taken the Microsoft offer ("You're selling yourselves too cheeep!!!1!!one").

    The end result will be that lawyers will make some money, and noone else.
    That's the way it has been; that's the way it always will be....

  14. Sweet! Who wants to bet .... by Anonymous Coward · · Score: 0

    Who wants to bet that M$ already saw this one coming:
    No need to pay for lawyers to rattle the cage ... just wait for the rabid shareholders to pull the trigger?
    You save money, you get what you want, and you eventually win. Brilliant!

  15. I for one support the merger by mehtars · · Score: 2

    I am probably a minority here, but as a yahoo shareholder, I for one support the merger. From a stock holder's perspective -- this is the only way. The stock, prior to the merger announcement was trading at a paltry 20 dollars a share, and had a jump of 50% to 30 a share after the merger was announced. Yahoo's loosing its traditional bread and butter: being a search engine. And with that onslaught all the other yahoo online properties are slowly loosing market share...

    1. Re:I for one support the merger by Svartalf · · Score: 1

      As a shareseller, yes, you probably would hold that value.

      If you're looking at at share price, you're looking at the exit value for your ownership in the company.

      A shareholder is someone who holds onto their stocks. Unless you see dividends, the typical ways to
      extract a return on your investment is to either get a loan and use it as collateral, or sell
      the stock.

      The share price, for many people isn't a shareholder value because you need to sell it and diminish your
      stake or remove your stake in the company's well being to get the return on things.

      Because of this, the incentives for doing sensible things long-term get taken away as people keep trying
      to maximize their returns on their investments in a manner that's not sustainable. This is not to say
      that this is a bad thing overall- just a bad thing for us to be doing in the large like we're doing these
      days. Decisions for a company shouldn't be made the way the law firms are trying to do right now.
      Moreover, decisions for a company shouldn't be made based on a short-term look at the share price (though
      that's what happens all too often- because they're worried about these stupid lawsuits...). You should
      be making business decisions based off of the outlook on the company and the running 12-18 month average
      of the share price. There's just far too much volatility in most of the market to be deciding on
      business plans on that share price directly.

      --
      I am not merely a "consumer" or a "taxpayer". I am a Citizen of the State of Texas
    2. Re:I for one support the merger by mehtars · · Score: 1

      Yes, but look at all the other factors: the stock has been flat/declining in value since 2004 (use a moving average of 14 days to try and hammer some of that daily volatility out) -- they have not disclosed any real long term vision on how to actually start winning consumers back-- again they're loosing their main search service out to competitors, The best long term thing they could do is merge with Microsoft. At least then, they will have a cash cow to fund other ventures and try to integrate some of their business platforms with larger corporations.

    3. Re:I for one support the merger by falconwolf · · Score: 1

      I am probably a minority here, but as a yahoo shareholder, I for one support the merger. From a stock holder's perspective -- this is the only way

      One of Yahoo!'s largest stockholders wants Yahoo! to accept the offer, but only if MS raising the offer. In the belief that if MS really wants Yahoo! they'd first make a low ball offer, I'd expect Yahoo! to reject it. Much like when you go to a bazaar, buyers and sellers usually haggle over the price.

      Falcon
  16. DUH . . . This was coming as soon as YHOO said no by junklogin · · Score: 2, Insightful
    Derivative lawsuits are the bread and butter of some lawyers lives. Once you have a contested decision by any company's board of directors, the lawyers come in to make their $$.

    Just to avoid the costs of the suit they can get a nice settlement for themselves (aka nuisance value) - and when the deal is as big as this that will be a lot of cash.

    Beyond that, they might even be able to win it. Then the lawyers are looking at tens of millions AT LEAST. In the end, the shareholders won't really get anything, but YHOO will pay the fees.

  17. Happens all the time by Anonymous Coward · · Score: 0

    The company I worked for went through an acquisition a few years ago. It's a normal part of the acquisition process when one publicly traded company acquires another: some of the shareholders sue. The acquiring company gets sued for trying to pay too much; the acquired company gets sued for accepting too little.

    The same thing happens in reverse when a publicly traded company rebuffs an acquisition offer, except only the rejecting company gets sued in that case.

  18. Re: IAALS by Anonymous Coward · · Score: 5, Funny

    "I am a lousy speller"

    Yew herd I.T. hear forth.

  19. Micro$oft has nothing to do with this. by darkonc · · Score: 1
    Microsoft has nothing to do with this lawsuit. Period.

    ... and be warned that anybody who says otherwise will be sued into oblivion.

    --
    Sometimes boldness is in fashion. Sometimes only the brave will be bold.
  20. Short term investors? by xswl0931 · · Score: 1

    Since when have pension funds been considered short term investors?

    1. Re:Short term investors? by falconwolf · · Score: 1

      Since when have pension funds been considered short term investors?

      By not allowing Yahoo! to get the best deal they can that's exactly how these funds are acting.

      Falcon
  21. How investors kill a product by PacketScan · · Score: 2, Insightful

    Lets start with the fact that the market is under valuing yahoo. Compounded with Greedy pension funds that are not financially sound do to miss management, They see prey and pounce.
    This is one of the things wrong with wall street.. Build a product get people to invest.. Good they invested... quick pull it all out....

    1. Re:How investors kill a product by Xuranova · · Score: 2, Insightful

      Something is only worth what people are willing to pay for it. The stock price got the way it was because thats what people wanted to pay for it.

      --
      "There is no real right or wrong, just what the majority accepts at the time."
  22. michiganese by Eil · · Score: 4, Funny

    Here in Michigan, we have a term for things like this.

    Yahoo just got "Detroited."

  23. seems reasonable to me by nguy · · Score: 1

    I think from the point of view of Yahoo stockholders, turning down the offer really was a bad choice; I don't see Yahoo making such big gains on their own any time soon.

  24. Shareholders aren't everything by 91degrees · · Score: 3, Interesting

    The myth of shareholder primacy

    Granted, this is about Australian law, but American law isn't substantially different. Microsoft want to swallow up Yahoo. The company would no longer exist. It's relevant.

  25. Hardly just a childish rivalry by weston · · Score: 5, Insightful

    To have someone deny me that chance based on a childish rivalry would really upset me.

    There's *so* much more going on here than that.

    The most important thing is that Microsoft would destroy the company as it's known now. They'll mess with the back-end technology, swapping in their own, they'll merge some stuff with Windows Live and vice versa, they'll kill anything that's a threat to their desktop hold or they'll limit its prime interoperability to Microsoft products. Features will become dependent on IE and Silverlight.

    In short, its goals will go from being a premiere portal and online services company to being anything that can maintain and enhance Microsoft's dominance. Lots of people who work there would rather work for the former than the later (and it *will* hemorrhage key employees if they're bought for that reason). And some of them even have a damn good argument that the company is worth more long term if it serves the former goal. It's not unlikely they'll achieve it, and especially as the desktop becomes less and less relevant, I think they have the potential to outdo Microsoft in terms of their worth.

    Short term, of course, you can get quite a good cash-out on the offer MS made... especially compared to anything else available while the markets in general are struggling. And lots of suits and shareholders don't know how to think any other way than short-term gains.

    1. Re:Hardly just a childish rivalry by OakLEE · · Score: 4, Interesting

      Yahoo's brand name is probably second only to Google on the internet, and if they would properly make use of it, they could probably top Microsoft in market cap. However, that said, Jerry Yang, and the last two CEOs have done a shit poor job of running the company, and Yahoo will not realize its full potential as long as Yang and the rest of the old Yahoo vanguard control the board. The company gets many more page views than Google, and has a larger registered user base, yet Google has been much more successful in on both the technical and business fronts.

      Yahoo, as evidenced by the chronic underperformance (they can't even consistently meet their OWN guidance, let alone Wall Street's), is not a well run company and certainly is not living up to its potential. While I'm not convinced Microsoft can fix what's wrong with Yahoo and certainly not convinced it wants to buy Yahoo for only that purpose, I am convinced that the board and management have no clue what they are doing, and clearly at the very least is ambivalent toward their shareholders. I'd go so far as to venture that Yahoo's board has contempt for them. If Yahoo does remain independent, it wouldn't surprise me to see a revolt against the board at the next shareholders meeting.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    2. Re:Hardly just a childish rivalry by drooling-dog · · Score: 1

      The most important thing is that Microsoft would destroy the company as it's known now. Unfortunately, that doesn't matter as far as shareholder lawsuits are concerned. The Yahoo directors have a fiduciary responsibility to maximize returns for the investors, and if it a court can be convinced that the MS deal does that, then they may not have a lot of choice. It's the downside of taking a company public.
    3. Re:Hardly just a childish rivalry by xtieburn · · Score: 1

      You would have a point except Yahoo is in decline, they have been declining for a few years now and the only reason Yahoo stock is worth what it is today is entirely because of the MS take over bids.

      If MS walks away, and there is a reasonable chance of that happening, there is no reason why Yahoo shares wont collapse back down again and continue to decline until they are worthless or they pull some miracle out of the bag to get them on the rise again. (Which is highly unlikely given there key areas are being increasingly dominated by Google and Microsoft themselves.)

      Not selling was hugely risky and I dont believe any sane person at Yahoo was making that choice to keep the integrity of the company, they wanted more money out of the deal and that greed may cost them. (It may also make them more rich of course but the question of whether the risk was worth it is easily debateable enough to make these actions understandable.)

    4. Re:Hardly just a childish rivalry by falconwolf · · Score: 1

      I am convinced that the board and management have no clue what they are doing, and clearly at the very least is ambivalent toward their shareholders. I'd go so far as to venture that Yahoo's board has contempt for them.

      So, the board has contempt for itself? Or didn't you know they own stocks in the company?

      Falcon
    5. Re:Hardly just a childish rivalry by OakLEE · · Score: 1

      Institutions account for 85% of the ownership stake in Yahoo. That means at most individual board members only own about 15% of the company, so yes it could be very possible that they have contempt for the majority of their shareholders. Just look at their actions, they have denied the offer, started enacting poison pill measures, and have not even come out with a response detailing how their stewardship of the company is going to be any better than a Microsoft-led one. Its clear that the board and management are more interested in covering their own asses, then doing what's best for the company's shareholders, to whom they owe the fiduciary duty to do so. Now it might very well be that the board, management, and shareholders' interests can be all aligned, but the board has not made the case for this being so. And given Microsoft's offer and Yahoo's recent performance, it is in the boards bests interests to give such an explanation, because from the shareholder's perspective its much easier to see this stock going to $10 or $15 before it reaches the $31 of Microsoft's tender offer.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
  26. Yeah, like Bungie by Tanman · · Score: 5, Insightful

    I hear they are doing horribly.

    1. Re:Yeah, like Bungie by Anonymous Coward · · Score: 0

      One!

      Ever hear "the exception makes the rule"? For every company they bought and made into a hit Microsoft product (Powerpoint, Visio, Frontpage), I can find a hundred that just died. While every large company has some acquisitions that don't amount to much, Microsoft is a virtual graveyard of small companies. (Google, at least, rebrands it with the words "Google" and "BETA" and lets us use it for free.) I believe that's what the GP was getting at.

    2. Re:Yeah, like Bungie by Anonymous Coward · · Score: 0

      Yeah, they're stuck remaking the same game over and over.

    3. Re:Yeah, like Bungie by Anonymous Coward · · Score: 1, Insightful

      Yeah, they're stuck remaking the same game over and over. Also, look at Rare. Nothing they've released since 2002 has sold well or has been critically acclaimed.

  27. Excuse my venting, please by Anonymous Coward · · Score: 0

    Is this what some objectivists/capitalists mean when they say that competition is healthy because it drives innovation? I guess it's innovative for ethicless lawyers...

  28. Oi, useless slashdot janitors! by Gordonjcp · · Score: 0, Redundant

    s/it's/its/

    Doesn't it get embarrassing having your spelling mistakes, bad punctuation and grammatical errors on the front page of /. several times a day?

  29. not symbolism by reiisi · · Score: 2, Insightful

    This is war.

    If Yahoo were in serious trouble of, not just ceasing to grow, not just losing some market share in a market that is close to saturated, but of suddenly imploding, it might be important to look at the value the buyer can bring to the table.

    But even when we look at the value Microsoft is bringing to the deal, it's in "unspecified" changes to Yahoo's business plan, operating structure, etc. In fact, given Microsoft's history and Yahoo's history and Microsoft's current attitude, this deal cannot be seen as doing anything other than violence to Yahoo.

    And that leaves the question of whether a company still under court scrutiny (and theoretical punishment) for monopoly practices should even be looking at expanding in a new market.

    Gates, Ballmer, and that bunch have gone powerblind.

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  30. No heros? by reiisi · · Score: 1

    No wonder the world is going to hell in a handbasket in freefall.

    There is, at the very least, informed self-interest vs. unbridled greed.

    Unbridled greed is not how any kind of retirement fund should be run.

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
    1. Re:No heros? by Protonk · · Score: 1

      why not? that's how I would want my retirement fund run. Why would I want my fund to make less money when they could be making more with no change in the risk structure?

  31. high risk? police and fireman's fund? by reiisi · · Score: 1

    Detroit's general retirement fund?

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  32. responsibility to get in bed with the devil? by reiisi · · Score: 1

    whenever the stockholders insist?

    We are not talking about a company known for intending to improve the value of companies they buy.

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  33. Selling high to a known abusive monopolist is ... by reiisi · · Score: 1

    not dereliction of duty?

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  34. fckd up moderation, posting to cancel by thebjorn · · Score: 1

    disregard, sorry.

  35. I'm over forty, but I'm young enough that by reiisi · · Score: 2, Insightful

    I don't want my retirement fund ruining the future market for some short-term gain.

    Seriously, I'm wondering if the whole financial world has fallen into the hands of a bunch of maniacs who are so high on _something_ that they don't think they are going to be around next year, not to mention ten or twenty years from now.

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  36. Re:Selling high to a known abusive monopolist is . by Your.Master · · Score: 1

    Correct. Selling high to a buyer, who has no monopoly in your space, and is not breaking any laws by making you this offer, is the responsibility of those placed in charge. It is not their responsibility to push FOSS ideals for the good of mankind.

    The rational defense here is for Yahoo to claim that this was not a high offer compared to either a) what they can make on their own, or b) what they can make Microsoft pay. If they want to lose a lawsuit, then can complain that they just really don't like the buyer and don't think their shareholders should either.

  37. Yeah, whatever. by jd · · Score: 1

    There is no market so strong that it can't slump. There is no business so economic that it can't become unprofitable. In some cases, the risks are very very small, but they are risks. Nothing is guaranteed. Indeed, if it was possible to guarantee profit, you would guarantee inflation that matched or exceeded that profit, which means you end up with more money but no richer. The more secure the investment, the lower the "guaranteed" profit, the more likely you are to lose after inflation has been taken into consideration. The conservative notion that as investment approaches infinity, profits also approach infinity, is foolishness. One of the causes of the Great Depression was the very high level at which individuals were invested in stocks and shares. This was the worst possible direction for the economy to go in, and claiming that the stock market isn't a gamble is to encourage the very worst in destabilizing behaviours.

    --
    It's a small world and it smells funny; I'd buy another if it wasn't for the money; Take back what I paid (SoM)
    1. Re:Yeah, whatever. by maxume · · Score: 1

      I don't think anybody is trying to disclaim that investments carry risk. I think the issue is that it is entirely a different sort of risk than something like casino gambling. In a casino, if you play for a long time, you will almost certainly lose money; this is endemic to their operations, and the choice between games isn't relevant, as they all favor the house. In investing, the lowest risk instruments, as you say, will essentially track inflation. So if you compare the lowest risk investment, which carries a very small chance of decreasing in value over time, to the lowest risk casino game, which carries a very large chance of decreasing your stack over time, well, you aren't talking about the same thing.

      A person investing a significant portion of their personal wealth in one stock that has a market price based largely on growth is certainly gambling. A person investing their personal wealth in a broad portfolio of investments, with a level of estimated risk adjusted to their time horizon, is betting that markets will go up, which is endemic to the 'goal' of the world economy as long as population and/or living standards go up.

      So, in the current environment, where populations are exploding and everyone everywhere is working to increase their standard of living, the long term expansion of the global economy is a pretty safe assumption. There are some issues surrounding energy availability, but the problems with things like nuclear aren't really technological, they are economic and political, and those problems go away when other energy supplies contract. A switchover might bring a great deal of short and medium term pain, but it could happen(and is happening currently), so it doesn't factor all that heavily into the long term situation(unless you think people will be happy making due with less and less...).

      --
      Nerd rage is the funniest rage.
  38. We need a name for the combined company. by Futurepower(R) · · Score: 1, Funny

    See, the Micro-Hoo merger is already making money for some people.

    1. Re:We need a name for the combined company. by weierstrass · · Score: 4, Funny

      s/people/lawyers/

      --
      my password really is 'stinkypants'
    2. Re:We need a name for the combined company. by True+Vox · · Score: 1

      Sorry, don't mean to sound a fool, but what is the "funny" part here (I don't doubt there is one, I'm just too numb to see it, I'm sure)? Is this something to do with programming that I haven't experienced? Or something else? I HATE BEING STUPID! HELP ME!!!! :)

      --
      "Gratuitous complexity is akin to chaos" - True Vox
    3. Re:We need a name for the combined company. by The_Unforgiven · · Score: 2, Informative

      It's a regular expression. In a nutshell:

      s/ORIGINAL/REPLACEMENT/

      For a given text with that applied, the string "ORIGINAL" is replaced by "REPLACEMENT". There's more to it, but that's all you need to get the joke.

      Here's the Perldoc page on them, if you're interested.

      --
      http://wsulug.org
    4. Re:We need a name for the combined company. by mikiN · · Score: 1

      s/regular expression/search and replace command/

      --
      The Hacker's Guide To The Kernel: Don't panic()!
    5. Re:We need a name for the combined company. by True+Vox · · Score: 1

      Ah, bitchen'-rad. I've heard the term, but not yet dealt with it directly. Thanks for the prompt answer!

      --
      "Gratuitous complexity is akin to chaos" - True Vox
  39. speculation tax by Anonymous Coward · · Score: 0, Flamebait

    ##n Germany for example you have to pay income tax if you sell shares which you held for less than one year.##

    In the US your tax preparer calls it short term capital gains, taxed at ordinary rate. To get the long term at 15%, you hold it at least @@ta-da@, a whole year. In addition, house flippers usually don't qualify for the 15% because it's their business not an investment. And most of the stuff gold-bugs buy turns out not to be an investment but a collectible taxed at 28%.

    But thanks for playing Mr. Uninformed Obama voter. Keep talking out of your ass.

    1. Re:speculation tax by thePowerOfGrayskull · · Score: 1

      Soooo.... instead of simply making your very valid points, you had to be a jackass about it? Does this make you feel more like a man?

    2. Re:speculation tax by nbert · · Score: 1

      In the US your tax preparer calls it short term capital gains, taxed at ordinary rate. To get the long term at 15%, you hold it at least @@ta-da@, a whole year.
      That's a different system. You are giving an incentive to keep the shares for more than one year by reducing the normal rate - the system I described and the system I favor work differently. I personally don't see any reason why earnings from labor and capital should be taxed any different. My suggestion was to tax income from capital extra if it was gained in less than one year.

      But thanks for playing Mr. Uninformed Obama voter.
      I wonder where in my original post you got the impression that I'm eligible to participate in the next US elections. I can assure you that I can't and I don't have any intention of playing any kind of uninformed voter in this regard :)
  40. If the MS buyout does go through... by MrCopilot · · Score: 3, Informative
    We won't be seeing these types of stories at Yahoo news anymore.

    Here is a MicroHoo related stories box at MSNBC @ http://www.msnbc.msn.com/id/23237868/

    Microsoft: Yahoo would stay in Silicon Valley
    Microsoft bid 'unnerving' to Google co-founder
    Analysis: Microsoft will win proxy battle
    Microsoft to authorize Yahoo proxy battle
    Gates: Microsoft's offer to Yahoo is fair
    Yahoo's big investors may back Microsoft
    Yahoo's CEO explains Microsoft rebuttal
    Newsweek: Why this deal won't happen
    Why Google will remain king of search
    Vote: Can Microsoft-Yahoo beat Google?

    Guess which link doesn't work?
    Newsweek: Why this deal won't happen

    Page not found Our web servers cannot find the page or file you asked for. The link you followed may be broken or expired.

    http://www.newsweek.com/id/110796 Nope not expired, guess it was just misplaced.

    Oddly enough this link works fine Why Google will remain king of search I guess it was left to show that there are no antitrust issues.

    On the story itself
    The company also adopted new severance packages that would protect employees in the event of a Microsoft takeover, a move the lawsuit labels as a blatant effort to drive up the cost of an acquisition.

    It couldn't be an attempt to protect their employees, nah what does that have to do with profits?

    The company said in a Securities and Exchange Commission filing Tuesday that workers who lose their jobs without "cause" or quit "for good reason," as Yahoo defines it, would continue to receive their salary and medical benefits for four to 24 months, plus reimbursement for "outplacement services" for two years. A Yahoo spokeswoman would not say what might constitute good reason.

    I dunno, how about: I was purchased by a soul crushing monopolist.

    --
    OSGGFG - Open Source Gamers Guide to Free Games
  41. Know who else cared about grammar? The Nazis. by Deslock · · Score: 0, Offtopic

    it's = contraction of it is
    its = possessive of it

  42. Bungie is different by melted · · Score: 1

    Bungie refused to be fucked. They're a relatively small, tightly knit team with strong leadership. They were never assimilated. They had their own building, used an open plan (instead of separate offices traditional at Microsoft), they were as un-Microsoft as it gets. That's one of the reasons why they could leave so easily.

  43. Yahoo would vanish by gilesjuk · · Score: 2, Insightful

    Yahoo would cease to be, everything would be rebranded Microsoft and much of the Yahoo staff would be laid off. Is it any wonder Yahoo would resist this? not to mention losing competitive edge by having to do everything the Microsoft way and avoiding open source.

    1. Re:Yahoo would vanish by Shados · · Score: 1

      Indeed. Yahoo's management seems to be the only sane people in all this. Microsoft is out of wack for wanting to buy Yahoo, Yahoo's shareholders are being retards with this lawsuit.

      It shouldn't be too hard to prove why Yahoo's management took that decision though.

  44. Ugh! by ddoctor · · Score: 1

    WTF? You can sue somebody for NOT selling out, these days? Karma police, take these fuckers out!

  45. These aren't just ideals for yahoo. by reiisi · · Score: 1

    These are part of Yahoo's business operation model. Can Microsoft offer functional equivalents with their technology, protocols, whatever, that are anything more than vague promises?

    Does Microsoft technology have a real record of keeping operation costs down without opening security holes right and left?

    Remember what they rushed MSW95 onto the net with.

    And remember how much their irresponsibility has cost us, no, is costing us right now in terms of bandwidth being used in unsolicited advertisements and trojan bait deliveries, in terms of authentication tokens stolen, in terms of server and workstation horsepower being diverted from the nominal owner's work to the work of intruders, in terms of actual money being lost to ordinary end users and their banks by way of falsely authorized transactions, etc., etc., etc.

    Will Microsoft allow Yahoo to maintain and honor the commitments it has made? Can they, even?

    No. Microsoft has to have a business case. Microsoft, in particular, being the spoiled 200 pound bully on the playground, has to have a very solid business case with legally binding guarantees that they will allow Yahoo to maintain and fulfill current business commitments.

    And their public arguments at this time indicate anything but such a business plan, and guarantees to _alter_ Yahoo's business.

    Microsoft has nothing of value to offer that won't be burned up in less than a year of bad planning and bad execution. We know their record. This move, whether Microsoft consciously intends it or not, can only result in the death of Yahoo.

    What proof do you have that it won't? Remember, you have almost thirty years of history against you here.

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  46. O/T: Your Sig by TheRaven64 · · Score: 1

    Waiting for a 3+ GHz ARM, so we can see whether Steve will switch again. He already did. Most of the best selling Apple machines are now ARM-based.
    --
    I am TheRaven on Soylent News
  47. Re:O/T: My Sig by reiisi · · Score: 1

    Yeah, I know.

    But I'm not going to buy a Mac with an iNTEL processor. (Senseless prejudice against an excessively predatory company, I know.) And there are no notebook or desktop Macs that I am aware of with ARM cpus.

    So, yeah, but, no, not really.

    I do wonder how hard a 3 GHz ARM would be to build, and how it would compare. Would they have to hack seriously out-of-order execution and deep pipes onto the things? Or is the ARM's architecture efficient enough to dispense with those band-aids?

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  48. not really news by superwiz · · Score: 2, Insightful

    Everyone here doing what they are supposed to. This lawsuit (and its kind) were expected as soon as yahoo rejected the offer. But the pension plan is doing what they are supposed to as well. When someone offers them $10 for a $6 property, they are supposed to take it. Otherwise, they wouldn't be fulfilling their obligationgs to the pensioneers. The lawsuit will fail if the judge understands that the fact that Yahoo traded at a certain price, doesn't mean that it can be purchased in large amounts at that price. But so far, this is hardly newsworthy.

    --
    Any guest worker system is indistinguishable from indentured servitude.
  49. I agree! by Vexorian · · Score: 2, Funny

    1. Yahoo stockholders sue yahoo.
    2. Microsoft buys yahoo stocks.
    3. Yahoo stock goes up.
    4. Desperate stockholders sell
    5. Yahoo stock plummets.
    6. Microsoft loses millions in stocks.
    7. ????
    8. Profit!

    --

    Copyright infringement is "piracy" in the same way DRM is "consumer rape"
  50. Buy Exxon instead, cant copy oil via torrents by cheekyboy · · Score: 1

    no one is stopping you from selling your shares now into cash, and using that cash to buy MSoft.

    Though a better investment is to use the cash to buy 40% gold, 20% silver, and 40% Exxon/Shell stocks. OIL is #1, good dividends, and low ratio.

    --
    Liberty freedom are no1, not dicks in suits.
  51. Re:O/T: My Sig by Anonymous Coward · · Score: 0

    You couldn't be more correct. That is completely senseless. Spending more time, energy, frustration, etc... over a senseless prejudice... did you eat paint chips when you were a kid?

  52. time, energy? frustration? by reiisi · · Score: 1

    No. Not really.

    I can get an AMD notebook next time I can afford a notebook, put Fedora Core on it.

    There are two reasons I still use Mac OS. Claris/AppleWorks and Kotoeri. Anthy is close. I'm about two years away on figuring out a Java solution to the stuff I do in Claris/AppleWorks. (And, no, MSOffice/VB does not do the job.)

    --
    Computer memory is just fancy paper, CPUs just fancy pens with fancy erasers; the 'net is just a fancy backyard fence.
  53. yahoo employees by Anonymous Coward · · Score: 0

    As Bill Gates himself has said, Yahoo's engineers are the gold they are after. Someone needs to rescue these poor folks from the borg. Let MS have the husk of Yahoo - all the middle managers and administrators - but hire the engineers away. You think the MS culture is going to welcome you with open arms, that they will solicit your opinions and let you set the direction of the technology initiatives you work on? Not.

    I simply cannot imagine how MS believes these two very different cultures would ever successfully merge. The people who should be suing are Microsoft's shareholders. They are destroying themselves from within, and completely alienating their customers. MS will forever be a textbook example of how even the greatest can completely lose their way.

  54. Anti-trust violation by guacamole · · Score: 1

    I think the FTC should block this merger simply on the grounds that we already have a tight oligopoly in the search engine market. Unless the market is inherently structured that it does not have space for three search engines, this merger should not be allowed to proceed regardless of that Yahoo! directors think.

  55. bye bye Flickr by toby · · Score: 1

    dear real shareholders: the minute you sell to MS I'm canceling my subscription to yahoo

    It's certainly going to be the END of my love affair with Flickr.

    --
    you had me at #!
    1. Re:bye bye Flickr by Anonymous Coward · · Score: 0

      From : Real Shareholders @ Yahoo To : toby Message : In the event that we do sell to MS, I would like to extend an invitation to you. After canceling all of your Yahoo accounts, you can come over to my new mansion to take a dip in my cash pool. It'll be a great time.

  56. Killing the goose that lays the golden eggs by SgtChaireBourne · · Score: 5, Informative

    It's more than a case of killing the goose that lays the golden eggs. Gatesists made clear that they would not take "no" for an answer and would continue their plans against Yahoo one way or another. These so-called pension funds are likely part of that approach and just softening up Yahoo, while setting the media against the board in prep for its ousting. One point which is unlikely to ever make many mainstream news sites or forums, even open source ones like Slashdot, is that Microsoftologians are likely to try to replace Yahoo's board. Poisoning the press against the board is a first step.

    Later, preventing the Yahoo employees from jumping off with golden parachutes might be a repeat of what MS did to Borland, except against key open source projects. Yahoo contributes in a big way to many open source projects, PHP and BSD being two Very Important (tm) ones. Getting Yahoo would crush a competitor to the spectacularly failed MSN. So without the 'chutes many would have to stay and MS could simply have them sweeping floors or making coffee.

    There is also the question of Zimbra, which was recently purchased by Yahoo. MS Exchange is about the only thing that ties Windows into either/both the desktop and the server room. Zimbra is one of the few competitors to MS Exchange, besides Kolab and Citadel, none of which get much press. Quite a few shops would stop or drastically decrease use of MS products without MS Exchange. Zimbra is currently not GPL. Buying Yahoo would allow Zimbra to be put on ice as MS did with FoxPro

    Advertising, aka tracking users, is another problem. MS execs want into advertising. Controlling the adservers allows a chance, finally, at income. It also allows access to be tweaked. Ads get served up first before content and delay, especially at the beginning, drastically reduces viewing time and thus mindshare. The first moments are crucial and studies show that the cap is set at 20s. A delay, on purpose or by accident, of even a fifth of a second x one million page views is hundreds of lost viewing hours. So the potential for severe abuse is there in addition to the technical problems MS services and servers are known for.

    At the bottom is also a question of money. Many articles somehow neglect that much of the initial offer was funny-money, aka MSFT stock, which MS prints on demand. The noise and smoke about the attempted take over does well at drawing attention away from what must be some rather 'creative' book keeping there in Redmond.

    There are plenty more possible reasons to go after Yahoo's board. Having sockpuppets poison the press makes sense for many of them.

    --
    Beta is broken and the link to classic doesn't work. Stop wasting our time or there won't be anybody left here.
    1. Re:Killing the goose that lays the golden eggs by enjo13 · · Score: 1

      More likely a bunch of fund managers are ticked off because Microsoft was offering like $7 per share over the trading price. They where planning on cashing out, and now with management blocking the deal their pretty ticked off.

      I realize that this fantasy world in which Microsoft is pulling the strings in some cunning master plan is quite seductive, but in all probability is completely false. These types of lawsuits are incredibly common when a merger or buyout fails. They are also typically quite short-lived, rarely making it to trial or settlement.

      --
      Turn s60 photos into awesome videos with mScrapbook for all S60 3rd edition phones!
    2. Re:Killing the goose that lays the golden eggs by SerpentMage · · Score: 3, Informative

      What a pile of BS you just wrote.

      >Many articles somehow neglect that much of the initial offer was funny-money, aka MSFT stock, which MS prints on demand.

      You got proof of this? If not you know I could charge you with a felony! The SEC does not take kind to this type of talk because it is called talking up or down a stock. The real reality is that Microsoft offered a deal where the takeover would be up 50% cash, and 50% Microsoft stock. Secondly nowhere has Microsoft said that the stock would be the result of a stock issue.

      > These so-called pension funds are likely part of that approach and just softening up Yahoo

      Again you got proof for this? If not then you are definitely slandering again. Another felony...

      > is that Microsoftologians are likely to try to replace Yahoo's board. Poisoning the press against the board is a first step

      Wow you just dont stop do you? The reality is that yes Microsoft is trying to challenge the board since the person they hired to handle this negiotiation is known to manage hostile takeovers. BTW Oracle does this all the time, like when they took over PeopleSoft. The reality is that the board is overstepping their boundaries and they are doing things that are not in the interest of the Yahoo shareholders. Microsoft is offering a 62% premium pricing Yahoo at a valuation of around 60 PE, which is an outrageous amount. Google on a PE valuation right now is cheaper than what Microsoft is offering Yahoo. The board is asking for 40, which is a PE of 95. 95 is completely outrageous!

      >Quite a few shops would stop or drastically decrease use of MS products without MS Exchange. Zimbra is currently not GPL. Buying Yahoo would allow Zimbra to be put on ice as MS did with FoxPro

      Again you got proof? You are making allegations because MS did something with one product. I could prove you wrong when Microsoft takes over companies with two notable examples being FrontPage and Visio. Both of these products were purchased and they were anything but buried in the Microsoft hierarchy.

      When I read your post I read the complete lunacy of the paranoid.

      --

      "You can't make a race horse of a pig"
      "No," said Samuel, "but you can make very fast pig"
    3. Re:Killing the goose that lays the golden eggs by EvilRyry · · Score: 1

      There's plenty of Exchange alternatives out there. You got a good chunk of the open source ones, but there's plenty of commercial competitors out there too. Domino, Byarni Insight, Novell Groupwise to name a few of them.

      The main reasons people use Exchange is because it ties in with Active Directory well which ties in with their Windows Desktops well. It also ties in nicely with Outlook (which most businesses have due to the Office monopoly), the functionality in Exchange mirrors that for Outlook; they are a perfect match by design. It always comes back to the Windows/Office monopoly.

    4. Re:Killing the goose that lays the golden eggs by Sir+Homer · · Score: 2, Insightful

      Lunacy of the paranoid? Microsoft is a business, not a charity, or a good Samaritan. They're objective to maximize profits and eliminate competition. If you believe anything else, you are a fool.

    5. Re:Killing the goose that lays the golden eggs by statusbar · · Score: 1

      If microsoft DID buy yahoo for more than it was worth, could the microsoft shareholders sue microsoft for wasting money?

      --jeffk++

      --
      ipv6 is my vpn
    6. Re:Killing the goose that lays the golden eggs by SgtChaireBourne · · Score: 2, Insightful

      If microsoft DID buy yahoo for more than it was worth, could the microsoft shareholders sue microsoft for wasting money?

      Probably they could, but the question is if they would. MS appears to be about the advancement of a group and an ideology as much if not more than running an actual business. Based on its demonstrated ideals and values, one could call that MS movement an anti-American political agenda. If it were about profit or technology then MS shareholders could sue over any number of failed initiatives like MS Bob or WinME or Win98. Or about failing to deliver security, performance or even touted features. WinFS has been used in advertising since W95.

      Probably the biggest gripe that MS shareholders could have would be constantly treating design flaws and security problems as public relations problems. MS doesn't even do much of its own marketing and lobbying, that's outsourced to the experts. However, these experts do a good job at spinning the design and production failures back onto the customer.

      --
      Beta is broken and the link to classic doesn't work. Stop wasting our time or there won't be anybody left here.
    7. Re:Killing the goose that lays the golden eggs by Anonymous Coward · · Score: 1, Interesting

      "...preventing the Yahoo employees from jumping off with golden parachutes"
       
      For those of us still left after the mass layoff, we have signed and guaranteed parachutes of golden color specifically in the case of such hostile take over. At least one thing is clear, if Microsoft is going to buy out Yahoo they are going to be paying fat checks to all of us. To me that shows a lot of good faith on the part of Yahoo, but also a very sad well known understanding of what happens in the aftermath of a buyout by Microsoft.

    8. Re:Killing the goose that lays the golden eggs by Just+because+I'm+an · · Score: 3, Interesting

      Quite a few shops would stop or drastically decrease use of MS products without MS Exchange. Zimbra is currently not GPL. Buying Yahoo would allow Zimbra to be put on ice as MS did with FoxPro Again you got proof? You are making allegations because MS did something with one product. I could prove you wrong when Microsoft takes over companies with two notable examples being FrontPage and Visio. Both of these products were purchased and they were anything but buried in the Microsoft hierarchy. When I read your post I read the complete lunacy of the paranoid.

      Presumably you can tell me what Microsoft products were canned in favour of the newly acquired FrontPage and Visio as would have to happen for Zimbra to replace Exch...

      I can't even finish that sentence, it's too ridiculous. When I read your post I read the complete lunacy of the apologist.

    9. Re:Killing the goose that lays the golden eggs by falconwolf · · Score: 2, Insightful

      The reality is that the board is overstepping their boundaries and they are doing things that are not in the interest of the Yahoo shareholders.

      BS! Now you're making things up. If I were a stockholder of Yahoo! and the board had taken MS's offer I may have sued them because in not demanding a higher price they would have shrugged off their fiducial responsibility to get as good a price as they could. As typically happens an acquirer usually raises their offer when the first offer fails.

      Falcon
    10. Re:Killing the goose that lays the golden eggs by Anonymous Coward · · Score: 0

      Sorry you have to go through this, but it sounds like Yahoo is taking care of you, even in these circumstances. It's ironic that MS is gunning for engineers, and what they're going to get is just the opposite: more engineers who really dislike Microsoft. They might disrupt the competition in the short term, but in the long run, they are going to face even greater hostility than they face now. Brainiac Ballmer on the loose again, I'd wager.

    11. Re:Killing the goose that lays the golden eggs by Anonymous Coward · · Score: 0

      According to what I've read (mostly in the European financial press), Microsoft are interested in the Yahoo brand and audience, and not so much in any of the technology or engineers. Apparently Microsoft already have technologically superior alternatives to Yahoo's technologies, but lack an existing audience and a well-known online brand; which is hardly surprising considering the strange and complex branding scheme used for Microsoft's online businesses -- is it MSN, MSN Live, Windows Live or something else today? Having failed so far to build up the MSN/Live/whatever brand and audience (marketing has never been Microsoft's strong point), Microsoft want to take a short-cut by acquiring them from Yahoo.

      The general consensus seems to be that Microsoft will probably use the technology they've developed for MSN/Live/whatever to monetise advertising traffic to the Yahoo web properties, i.e. that they'll dump the existing Yahoo technology, which apparently isn't very good at monetising the huge amount of traffic to Yahoo's sites. This is why a number of Yahoo shareholders are so keen for the deal to go through -- Yahoo's current management had a go at trying to develop new technology to monetise the traffic, and the long and short of it is that they largely failed. A lot of shareholders think Microsoft's technology would do the job, meaning that a Microsoft takeover would add value to the Yahoo business, and at the same time enable cost reductions in Yahoo's operations by shutting down further development of redundant technology (and instead using technology developed by Microsoft). Apart from that, most institutional holders of Yahoo have much larger holdings of Microsoft, so are less than eager for Microsoft to overpay for Yahoo. Again, this view comes mostly from the financial press, not the technology press.

    12. Re:Killing the goose that lays the golden eggs by Meski · · Score: 1

      What a pile of BS you just wrote.

      >Many articles somehow neglect that much of the initial offer was funny-money, aka MSFT stock, which MS prints on demand.

      You got proof of this? If not you know I could charge you with a felony! The SEC does not take kind to this type of talk because it is called talking up or down a stock. The real reality is that Microsoft offered a deal where the takeover would be up 50% cash, and 50% Microsoft stock. Secondly nowhere has Microsoft said that the stock would be the result of a stock issue.
      The SEC takes what is said on /. seriously? Really? You got proof of this?


      > These so-called pension funds are likely part of that approach and just softening up Yahoo

      Again you got proof for this? If not then you are definitely slandering again. Another felony...

      Wannabe lawyers

      > is that Microsoftologians are likely to try to replace Yahoo's board. Poisoning the press against the board is a first step

      Wow you just dont stop do you? The reality is that yes Microsoft is trying to challenge the board since the person they hired to handle this negiotiation is known to manage hostile takeovers. BTW Oracle does this all the time, like when they took over PeopleSoft. The reality is that the board is overstepping their boundaries and they are doing things that are not in the interest of the Yahoo shareholders. Microsoft is offering a 62% premium pricing Yahoo at a valuation of around 60 PE, which is an outrageous amount. Google on a PE valuation right now is cheaper than what Microsoft is offering Yahoo. The board is asking for 40, which is a PE of 95. 95 is completely outrageous!

      It is outrageous, so what do MS know? Why aren't you accusing their management with being sloppy with shareholder funds, for making such outrageous bids?

      >Quite a few shops would stop or drastically decrease use of MS products without MS Exchange. Zimbra is currently not GPL. Buying Yahoo would allow Zimbra to be put on ice as MS did with FoxPro

      Again you got proof? You are making allegations because MS did something with one product. I could prove you wrong when Microsoft takes over companies with two notable examples being FrontPage and Visio. Both of these products were purchased and they were anything but buried in the Microsoft hierarchy.

      Frontpage should have been buried though.
    13. Re:Killing the goose that lays the golden eggs by SerpentMage · · Score: 1

      Could you have sued to ask for more money? No, because in another posting I pointed out that the MS price was indeed quite fair. The price being offered is a fair PE valuation in terms of historical highs. MS did their research and they are right, you sir are wrong.

      --

      "You can't make a race horse of a pig"
      "No," said Samuel, "but you can make very fast pig"
    14. Re:Killing the goose that lays the golden eggs by Anonymous Coward · · Score: 0

      Nanny, nanny, boo, boo!

      Phblatttt!!!!!

  57. Conflict of interest by SgtChaireBourne · · Score: 2, Insightful

    As an individual shareholder I'd be primarily worried about that scenario, and I wonder why a fund forgets about it.

    Conflict of interest is the first possible reason which comes to mind.

    Scratch the surface, and it might be found that those making or at least influencing the decision turn out to have very strong ties to MS.

    It's common for MSFTers to try to dismissing criticism by calling the critics conspiracy theorists and other names. That's a form of flawed logic, called an ad hominem fallacy. Name calling works in the forum of public opinion, but it does not change the underlying facts. In this case, there is a strong possibility of a conflict of interest, regardless of the names the messengers get called.

    --
    Beta is broken and the link to classic doesn't work. Stop wasting our time or there won't be anybody left here.
  58. well all i would do let this play out by easyemail · · Score: 0

    Ill wait it out and see whether microsoft have what it takes to win. As for the lawsuit, that is rather interesting. I do hope that they have calculated their expense of the lawsuit into it if they do win. 1 thing is for sure, if they win, boy are their investors in for a lower return. If yahoo stays the same, they may end up losing so I guess have some gain is better than none if under the assumption yahoo goes down hill but I dont know because yahoo has millions of dollars to do anything. Ill wait to see how it goes. If yahoo wins, well microsoft will have to dump alot of shares along with the speculators. This is going to be fun rollercoaster ride. If microsoft wins, they are headed for 1 year of working off the debt they have taken, so possible little or no gain for them so heres the biggest event of the year for microsoft/yahoo. lol. possibily.

  59. tl;dr by Requiem18th · · Score: 0, Offtopic

    IM IN YR /.
    FELONNIN YR MSFT

    --
    But... the future refused to change.
  60. typical investor mentality by stretchedshirt · · Score: 2, Insightful

    i feel sorry for yahoo! investors are looking at the short term bottom line. when microsoft succeeds in the yahoo! takeover, i will stop using yahoo! completely. microsoft is not capable of running yahoo! successfully and just doesn't understand what innovation mean. yahoo! on the other hand has sort of lost its way but would certainly do better on its own as long as real leadership could step into the trenches at yahoo!

  61. Microsoft's Hand by Nom+du+Keyboard · · Score: 1

    Just a feeling, an opinion, a guess, but doesn't it feel like Microsoft's hand might be behind this? Like the indirect way Microsoft's hand was behind SCO's long-running attack on Linux? Like the way Microsoft's hand was behind the attempted destruction of a single Open Document Format that they didn't already own completely? Like Microsoft would never attempt something so underhanded as this? Like Microsoft and Union Pension funds would never mix?

    --
    "It's the height of ridiculousness to say for those 9 lines you get hundreds of millions."
  62. Life is a Daffy Duck cartoon strip. by Fantastic+Lad · · Score: 1
    So many of the people I've met over the years have been young souls grinding their way through life in awkward, embarrassing-to-watch displays of thoughtless, self-centered, over-dramatic, cruel behavior.

    --I actually have found that this can be observed by region. Certain big cities seem to be coalescing points for childish behavior. Conversely, those towns with smoothly-running municipal systems, low crime and stress levels and generally happy people also tend to be populated with a higher number of, what appear to me, as more mature souls who treat each other with patience and respect. For some reason, the various groups don't intermingle very well, or put another way, 'water rises to its own level'. No surprise there, I suppose.

    I wonder what town this ridiculous law suit originated in. . .


    -FL

  63. Zimbra, Domino, Byarni, Groupwise by SgtChaireBourne · · Score: 5, Insightful

    There's plenty of Exchange alternatives out there. You got a good chunk of the open source ones, but there's plenty of commercial competitors out there too. Domino, Byarni Insight, Novell Groupwise to name a few of them.

    Yep. With Zimbra, Kolab, and Citadel that makes six. However, the magazines and newspapers don't dare write a word about them, even if they would. In addition to being one of the last remaining advertisers, MS has fifth-columnists working against competition in many places. It's not a conspiracy, just greed and/or politics.

    The main reasons people use Exchange is because it is tied into Active Directory exclusively which is tied into their Windows Desktops exclusively. It also tied exclusively into Outlook (which most businesses have due to the Office monopoly), the functionality in Exchange mirrors that for Outlook; they are a perfect lock-in by design. It always comes back to illegally leveragingthe Windows/Office monopoly and vendor lock in.

    There fixed that for you. It's one aspect near the heart of the 10+ year anti-trust trial MS lost in 2004 and lost in appeal for in 2007.

    If Windows or any of the products worked with standards, then it would be possible to swap out components. One reason for the extreme suckitude is that the lock-in guarantees no competition. Old habits die hard and going way back, MS DOS 4 sucked rocks a market for DR-DOS which in turn caused MS-DOS 5 which unlike 4 was usable. Same for the Windows-Outlook-Exchange, except now there is lock-in to such an extent that businesses have to be quite serious about dropping MS and getting into functional products.

    --
    Beta is broken and the link to classic doesn't work. Stop wasting our time or there won't be anybody left here.
  64. Class action lawsuit by SgtChaireBourne · · Score: 1

    If microsoft DID buy yahoo for more than it was worth, could the microsoft shareholders sue microsoft for wasting money? Well, MS customers have a class-action suit going over MS Vista. It would be expected that the shareholders could find fault with the way things were done as well -- just about every aspect. Getting MS to turn over incriminating records would be quite a trick though.
    --
    Beta is broken and the link to classic doesn't work. Stop wasting our time or there won't be anybody left here.
  65. purpose of corporations by falconwolf · · Score: 2, Informative

    I admit I may be mistaken here but I was always convinced that the purpose of shares existing in the first place was to have a possibility of shared ownership for many indihviduals.

    It's understandable but you're wrong. The original purpose of issuing shares in a corporation, and the purpose of the corporation itself, was to limit liability. Corporate Charters were first issued to limit the liability of investors to just what they invested in the corporation. The first two corporate charters were granted to the Dutch East India Company in 1602 and the Honourable East India Company in 1604. Both were trading companies involved in shipping products between India and Europe and shipping was an expensive operation. If a ship sank or was attacked by pirates not only did the owners lose the ship but they also had to pay for the loss of the cargo and the loss of the lives. If a small investor had invested money in a ship they could lose everything they owned, even their own home. The Dutch then the British granted charters to corporations to limit the liability of small investors. If a ship was lost the most an investor could lose is the amount of money they invested. However what has been overlooked in all of this was that corporate charters were originally granted if and only if the corporation served the Common good or Public good and when a corporation no longer served these it's charter could be revoked.

    Falcon
  66. If sincere.. by Junta · · Score: 1, Insightful

    You completely looked like an idiot declaring the parent is commiting two felonies by posting. Random slashdot post asserting that the author considers stock in lieu of money for part of an exchange to be 'funny money' is nothing more than an opinion and certainly is not talking up or down stock.

    Secondly, speculating that it is 'likely' that the pension fund shareholders are somehow part of the MS plan isn't slander, it's just speculation. I concur whether directly or indirectly, this plays into the plan well. Maybe MS didn't approach anyone specific, but it doesn't take much foresight to know such a superficially outrageous deal will either be accepted or outrage to the point of lawsuit some set of shareholders. I would wager MS did not approach a single shareholder, but I wouldn't be surprised if they fully expected a refusal to meet with litiguous action from enough of the shareholders.

    As to burying work on BSD/PHP/Zimbra, It's an obvious conclusion. The difference with FrontPage and Visio was there were no MS products being threatened by it. FrontPage ties in with the IE strategy and Visio a logical complement for the Office offering. BSD work *obviously* is not in MS's remote interest to help out, as with PHP. BSD is a Windows competitor and PHP is too OS/http server indepedent for their tastes to bother when they have a host of things already. Similarly, Zimbra has nothing over Exchange MS wants. Zimbra allows independence from Windows on the server side and client side for any who implement it, but otherwise it doesn't offer that much different from Exchange. I would wager they would offer some special 'upgrade' deal to Zimbra commercial users to Exchange and then be done with it. BSD/PHP wouldn't die, but would suffer development issues. Zimbra given its nature would be killed outright.

    I'm not saying MS was explicitly targeting BSD/PHP/Zimbra in its bid to fend off OS/language/Exchange competitors, it's clear the bid is a desperate move against Google. By the way, it comes off like an unhealthy obsession with Google on the part of MS leadership, more than a sound business decision. BSD/PHP/Zimbra are incidentals that demonstrate the sale should be blocked by regulatory agencies, but from MS's perspective, they are either not even on the business people's radar or are mere bonus afterthoughts. From a certain perspective, it may have been a wise thing to decline the initial outrageous bid, knowing it was high risk with respect to regulatory agencies, and then exploit the exposure to get a more likely, but less lucrative situation elswhere..

    --
    XML is like violence. If it doesn't solve the problem, use more.
    1. Re:If sincere.. by SerpentMage · · Score: 1

      >You completely looked like an idiot declaring the parent is commiting two felonies by posting.

      Sorry, but check the law! When you say things about a stock that are false and they can influence decisions then it is a felony. The SEC does not take kindly to that type of behavior.

      The problem with the poster is that they are not speculating. Look at the posters words. They are making assertions. Sir, please read the following text.

      "These so-called pension funds are likely part of that approach and just softening up Yahoo, while setting the media against the board in prep for its ousting."

      This is making an assertion and it is slander. Had the poster chosen the following words, it would have been fine.

      "By having the pension funds approach Yahoo to convince them to sell to Microsoft, while having support from the media bolsters Microsoft's case."

      Yet those were not the words chosen. Chosen were "so-called", "softening", "setting the media" are accusations of tactics by Microsoft. That's slander.

      Regarding your comment:
      "The difference with FrontPage and Visio was there were no MS products being threatened by it. FrontPage ties in with the IE strategy and Visio a logical complement for the Office offering."

      I feel old. Please do some research on the Front Page take over. Front Page had no integration with IE, and it was its own animal with NO and I repeat NO ties to Microsoft. The people who developed Front Page were cut from the same wood currently in Yahoo. Yet that worked out and these days people are none the wiser.

      --

      "You can't make a race horse of a pig"
      "No," said Samuel, "but you can make very fast pig"
    2. Re:If sincere.. by Junta · · Score: 1

      "These so-called pension funds are likely part of that approach and just softening up Yahoo, while setting the media against the board in prep for its ousting." Anyone reading the statement can readily tell it's an expression of speculation, random slashdot posts, particularly throwing in words like likely, do not constitute talking down the stock.

      I know FrontPage had no integration with IE or MS software (other than the obvious lack of non-Windows versions, which I would count as at least a loose link with MS, just a common one), the product was a logical complement. You make a browser, having a complementary content creation offering simply makes sense. I don't recall a remotely credible/significant MS product that competed with FrontPage, so I don't see why MS would simply want to bury it. Also, FrontPage did not *fundamentally* champion OS or browser independence. It certainly could contribute to such causes, but it was possible to target IE primarily without compromising the basic nature of it. Meanwhile, BSD contributions just absolutely run against Windows without benefit to MS platforms, php can run on Windows, but MS has enough solutions they deem better, so php developers I would wager are not high on their list of resources to use as-is. Zimbra is a product that theoretically MS could subvert to being Windows platform only groupware, were it not for the Exchange offering. I know Exchange offers some sort of web interface that isn't as slick as Zimbra's. While they theoretically could add snazziness from Zimbra to their web interface, the fact is the Exchange web interface is 'good enough' and nothing really stopped MS from snazzing it up themselves before now. My guess would be they have motivation to keep the MS-only client experience 'richer' to strengthen the link between their product lines, with the web interface being considered a concession for road-warriors and mobile devices for interim access to content when Outlook is not conveniently at hand.

      The issue with a number of the heavy hitters in the web space is that they are a lot more diversified technology wise than the company behind FrontPage. Any company with huge public-facing open-source usage is bound to contribute significantly to the projects they use. So instead of being consumers of MS competitor products, they are also contributing to MS competitor products in spaces where MS has been convicted as a monopolist. The direct motivation of yahoo as a weapon against google isn't much to worry about, at least less to worry about than Google's share, but the incidentals are something to worry over. It's hard for MS to conduct an acquisition these days without anti-competitive implications, whether they want to or not.
      --
      XML is like violence. If it doesn't solve the problem, use more.
  67. being pig headed by falconwolf · · Score: 1

    it took so long. Yahoo has been on the ropes for the last few years and then to deny a golden parachute to the shareholders is just pure pig headed stupidity.

    What's pig headed is accepting the first offer when usually later offers offer a higher price.

    Falcon
  68. retirement funds by falconwolf · · Score: 1

    There is no retirement fund in the world that should be invested in Yahoo.

    Actually all investing people do should be for retirement. When young investments should be for growth then when nearing and at retirement it should be for income.

    Falcon
  69. Everyone is greedy by falconwolf · · Score: 1

    No, not every has geed, has an "excessive desire to acquire or possess more (especially more material wealth) than one needs or deserves" or is greedy, is "ardently or excessively desirous".

    the managers may feel that they want to take Yahoo in a certain direction not dictated by microsoft, and that is all well and good, but it sounds less noble when you realize that the money they are using to do that is not theirs. It is the money of the tens of thousands of investors in their company that has allowed them to do this.

    However those managers are also investors, ie they also own Yahoo! stock.

    Falcon
  70. But I'm not going to buy a Mac with an by falconwolf · · Score: 1

    iNTEL processor.

    I did, once Apple released G5 Macs I waited for years and years Apple to release a G5 laptop. I was glad when they finally switched to Intel's but I would of liked it if AMDs were also compatible.

    Falcon
  71. There are two reasons I still use Mac OS. by falconwolf · · Score: 1

    There are two reasons I switched from Windows and an additional reason I went to OS X. I was sick and tired of my Windows PCs crashing, yes even XP. The very first tyme I booted up an XP PC it froze while booting up, and it was a brand new Dell. And since XP Microsoft has required Activation and all the spyware such as WGA. There were two usable choices when switching, Linux and OX S. As I wanted a laptop with the biggest LCD I could afford and I wanted the ability to run Photoshop CS3 I chose a MacBook Pro.

    Falcon
  72. fiducial responsibility by falconwolf · · Score: 1

    if the shareholders can make a valid argument that the company is not acting in the best long-term interest of the shareholders, which incidentally seems a quite valid argument in this case, then they have completely valid grounds to sue.

    Actually it was fiducially responsible for the board to turn down MS's offer. Usually the first offer to buy something is low and by turning it down the potential buyer, if it's serious, will make a higher offer.

    Falcon
    1. Re:fiducial responsibility by imasu · · Score: 1

      That's an interesting argument and it sounds completely reasonable to me.

  73. Microsoft is also stirring the pot here by tuxgeek · · Score: 1
    FTA

    After rebuffing Microsoft, Yahoo reportedly began discussing a possible Internet partnership with media conglomerate News Corp., which owns the popular MySpace Web site, and exploring an advertising partnership with Google, its biggest rival.

    The company also adopted new severance packages that would protect employees in the event of a Microsoft takeover, a move the lawsuit labels as a blatant effort to drive up the cost of an acquisition.
    ...
    Microsoft has hired a proxy solicitation group to help oust the 10 members of Yahoo's board, all of whom are up for re-election this year.

    "An imminent proxy fight necessitates judicial intervention since it poses a deadline for Yahoo's board to place shares in friendly hands," according to the plaintiffs, who allege that Yahoo board members have placed "personal distaste for Microsoft" ahead of shareholder welfare.

    Similar to Microsoft tampering with the ISO vote, now they are trying to replace the Yahoo board members with others sympathetic to Microsoft's desires for a search technology acquisition.

    I guess if M$ succeeds, I may have to dump my Yahoo mail account and go to Google mail when I work away from my office. Until now Yahoo has been fairly dependable, but under M$ control it would surely turn to shit just as Hotmail has.

    --
    "Suppose you were an idiot...and suppose you were a member of Congress...but I repeat myself." Mark Twain
  74. This is one of the things wrong with wall street.. by falconwolf · · Score: 1

    Build a product get people to invest.. Good they invested... quick pull it all out....

    Except in this case it's those who founded the company that want to keep it independent and not pull out.

    Falcon
  75. I think from the point of view of Yahoo by falconwolf · · Score: 1

    stockholders, turning down the offer really was a bad choice; I don't see Yahoo making such big gains on their own any time soon.

    Form the point of view of the stockholders I think rejecting the offer was a good choice. If MS really wants to buy Yahoo! they will offer a higher price, why go with a low price if you can get a higher one? Or looking at it the other way, why offer a high price if a lower one might be accepted? Go to a bazaar and buyers and sellers will haggle over the price of something.

    Falcon
    1. Re:I think from the point of view of Yahoo by nguy · · Score: 1

      If MS really wants to buy Yahoo! they will offer a higher price, why go with a low price if you can get a higher one?

      Well, that's the question: can they get a higher one? If yes, their action is justified. If not, the lawsuit is justified.

      I don't think they can get a higher price. I think Yahoo! had peaked and it was downhill from now on. Microsoft already offered a premium over Yahoo's price.

  76. New York Times: "Micro-Hoo". by Futurepower(R) · · Score: 1

    The New York Times is also calling the combined company of Microsoft and Yahoo "Micro-Hoo": Microsoft President on Micro-Hoo: We Can Do It.

  77. Dear Shareholders who are suing us by rastoboy29 · · Score: 1

    "We are so sorry that you are suing us because we are trying to keep this company from being completely destroyed in value by being purchased by an incompetent predator. "

  78. This is why our system is broke. by cavebison · · Score: 2, Insightful
    From TFA:

    ... according to the plaintiffs, who allege that Yahoo board members have placed "personal distaste for Microsoft" ahead of shareholder welfare. Anything that goes against shareholder value - say environmental or ethical responsibility - is seen as wrong, according to shareholder bottom-line.
  79. In other news.. by __NR_kill · · Score: 1

    Red Hood is being sued for not being eaten by the wolf..

  80. No charge, I take cash! by Anonymous Coward · · Score: 1, Insightful

    "I could charge you with a felony!"

    I could charge you with lunacy!

    Unless you're a DA or a federal investigator, the only thing you'll be charging is some comic books to read in your mum's basement. Please try to stay on topic and debate and stop pretending to be the authorities here on /. Now go back and talk to that other guy and debate it like a man instead of, well, a guy who reads comic books in his mum's basement.

    Be a good lad now. Off with you.

  81. they have denied the offer by falconwolf · · Score: 1

    As would I. Go to a bazaar and buyers and sellers will haggle over the price, it's called negotiation. Buyer offers a low price and the seller rejects it. Then if they are willing to talk about selling they ask for a higher price. In this case the board wasn't willing to talk about being bought.

    started enacting poison pill measures

    Which you do if you don't want to sell.

    Now it might very well be that the board, management, and shareholders' interests can be all aligned, but the board has not made the case for this being so. And given Microsoft's offer and Yahoo's recent performance, it is in the boards bests interests to give such an explanation, because from the shareholder's perspective its much easier to see this stock going to $10 or $15 before it reaches the $31 of Microsoft's tender offer.

    Agreed, but if the board has accepted the offer I bet other shareholders would have filed a lawsuit, I think if I was a big shareholder I would have myself.

    Falcon
    1. Re:they have denied the offer by OakLEE · · Score: 1

      I agree, the board has to do due diligence on the offer, but you have to remember that by countering with a $40 counteroffer, the board has arguably put Yahoo up for sale, in which case it has to make sure that whatever the outcome, it can secure the maximum benefit to the shareholders.

      That goal is directly inequipose to the poison pill measures it taking, which is designed to block a sale of the company, especially if the board fails to make the case that shareholders would get the maximum benefit from a non-sale.

      Ultimately though, I think this i a moot point because really, who is going to bid against Microsoft? Google has been approached and declined. News Corp is a possibility, but its' a stretch for them given their market cap and cash reserves. Time Warner is another candidate, but they are still smarting from their merger with AOL 7 years ago. No one really has the money to buy out Yahoo other than Microsoft. They'd be fools to raise their bid above $31. I see this playing out like the News Corp./Dow Jones deal. Yahoo will capitulate, it's just a matter of when.

      And if they don't, well then you'll have plenty more lawsuits where this came from.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    2. Re:they have denied the offer by falconwolf · · Score: 1

      I agree, the board has to do due diligence on the offer, but you have to remember that by countering with a $40 counteroffer, the board has arguably put Yahoo up for sale

      Did Yahoo!'s board make a counter offer? I haven't heard of it before. News googling yahoo microsoft "counter offer" I didn't see anything on the first page that said Yahoo! made a counter offer, but there were some that suggested Microsoft may make a counter offer.

      Falcon
    3. Re:they have denied the offer by OakLEE · · Score: 1

      Be resourceful dude. This article took me two seconds to find. Microsoft will stay at $31. Why would they bid against themselves? They want Yahoo. They don't need Yahoo. There's a big difference.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
  82. Could you have sued to ask for more money? by falconwolf · · Score: 1

    Sure I could sue, if I was a Yahoo! stockholder. If I would get vary far is a totally different matter but I could sue. Just listen to a bunch of businesses and industries screaming for tort reform.

    Falcon
  83. Be resourceful dude. by falconwolf · · Score: 1

    Using Google isn't resourceful? Then what's this all this about in making "google" a verb?

    Why would they bid against themselves?

    If MS were to big higher they'd be bidding against Yahoo!'s board not against themselves. As for whether Yahoo! made a counter offer, TFA you link to provides no details about any such offer. It says "team Microsoft sources scoff at Yahoo's $40 counter-offer" but offers no details such as when it was given. Looking at the date on your TFA it's dated 12 February 2008, however this one dated 14 February says "Yahoo Inc's second-biggest investor urged Microsoft Corp to raise its $42 billion bid for the Web pioneer and warned Yahoo it has few options left, raising the pressure on them to seal a deal." Week in review: Microsoft the magnanimous? dated 22 Feb'08 also says nothing about a counter offer.

    Falcon
    1. Re:Be resourceful dude. by OakLEE · · Score: 1

      Using Google isn't resourceful?

      No, not in and off itself. Trying only one Google query, however, is not resourceful. If you'd extended your query and searched for "yahoo 40 counter offer". Plenty of articles would have popped up. Was this search string one an average reasonable person would have thought of when searching to see if Yahoo made a $40 counter offer? Yup. So by any standard of reasonableness, you were not resourceful.

      If MS were to big [sic] higher they'd be bidding against Yahoo!'s board.

      Not they aren't. Yahoo's board doesn't have the funds to take Yahoo private. They couldn't pay the $40/share price if Microsoft said no, so who is Microsoft really up against here? Who is going to step up and buy Yahoo if Microsoft does not raise its bid? No one.

      The counter offer was an offer to agree to sell Yahoo for $40 (or as some articles point out to at least seriously consider selling Yahoo). It has nothing to do with another party stepping into the bidding.

      however this one dated 14 February says "Yahoo Inc's second-biggest investor urged Microsoft Corp to raise its $42 billion bid for the Web pioneer and warned Yahoo it has few options left, raising the pressure on them to seal a deal." Week in review: Microsoft the magnanimous? dated 22 Feb'08 also says nothing about a counter offer.

      First, the Week in Review article wouldn't carry the news since it would only be covering news that happened in the last 7 days (2/14 - 2/22). We're already established that new of the offer came much earlier.

      Second, does the failure of one newspaper to report the counter offer (a Pakistani one no less!) mean it never happened? Alley Insider is a reputable widely-read industry periodical. It does little good to criticize its journalistic integrity.

      It especially does little good when there are articles from UK Register and Bloomberg citing the Wall St. Journal that say the exact same thing.

      Look, I know you have an emotional attachment to this deal not going through at $31, but whether you like it or not it probably getting done at or near that price.
      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    2. Re:Be resourceful dude. by falconwolf · · Score: 1

      If you'd extended your query and searched for "yahoo 40 counter offer". Plenty of articles would have popped up.

      The first results say nothing about a Yahoo! counter offer. The fifth one "'Yahoo Board To Microsoft: 'Raise Your Offer and We'll Talk.'" does not actually say Yahoo! made a counter offer to Microsoft, only "Yahoo has used the Journal to counter Microsoft's $31 offer with a price of $40 a share." Of the rest of the results on the first page, 10 total, one said page not found and another gave me a "Unable to connect" message. Plenty of articles but not one says Yahoo! actually countered MS's offer.

      Not they aren't. Yahoo's board doesn't have the funds to take Yahoo private.

      But it's Yahoo!'s board that turned the offer down.

      They couldn't pay the $40/share price if Microsoft said no, so who is Microsoft really up against here? Who is going to step up and buy Yahoo if Microsoft does not raise its bid? No one.

      Again, the board doesn't want to accept the offer, so all MS can do is take the offer to Yahoo! shareholders. And the biggest ones have said MS needs to raise the offer to at least $40.

      First, the Week in Review article wouldn't carry the news since it would only be covering news that happened in the last 7 days (2/14 - 2/22). We're already established that new of the offer came much earlier.

      When was this? You have not provided one link saying Yahoo!'s board made one counter offer to Microsoft.

      Alley Insider is a reputable widely-read industry periodical. It does little good to criticize its journalistic integrity.

      And where is it? Even adding "Alley Insider" to your search I still don't find a result on the first page saying the board actually made a counter offer to MS.

      Look, I know you have an emotional attachment to this deal not going through at $31, but whether you like it or not it probably getting

      WOW! You know what I think or feel. NOT!!!

      Falcon
    3. Re:Be resourceful dude. by OakLEE · · Score: 1
      The generally accepted legal definition of a counter offer is:

      The [1] rejection of an offer to buy or sell that [2] makes a different offer during the course of negotiations, [3] changing the terms in some way.

      See Source 1; Source 2; Source 3; Source 4;

      Lets apply the definition to the facts.

      Do we have a rejection of an offer? Yes. Yahoo's board has rejected Microsoft's offer. That fact has been well established.

      Do we have a different offer made during the course of negitiations? Well according to the Bloomberg article cited previously, "Yahoo wants at least $40 a share, the Wall Street Journal reported over the weekend." This is definitely a statement made during the course of negotiations. It also appears to be couched as a different offer (i.e., no we do not want $31 for a buyout, we want $40). If you want to debate the definition of offer, I have provided it for you here. I put the burden on you to prove that this act was not a different offer.

      Did the subsequent offer change the terms? Yes.

      Ok so we have met all the three requirements of a counter offer. You could walk into any Chancery Court in Delaware and I'd bet they'd agree.
      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    4. Re:Be resourceful dude. by falconwolf · · Score: 1

      The generally accepted legal definition of a counter offer is:

      The [1] rejection of an offer to buy or sell that [2] makes a different offer during the course of negotiations, [3] changing the terms in some way.

      And when did Yahoo! do any of these?

      Do we have a different offer made during the course of negitiations? Well according to the Bloomberg article cited previously, "Yahoo wants at least $40 a share, the Wall Street Journal reported over the weekend." This is definitely a statement made during the course of negotiations.

      TFA never, ever, said any negotiation took place. If you have another source that gives details to such then please provide them, and please don't tell me to look, proving a negative like this is much more difficult if not impossible than proving a counter offer was made by the board to Microsoft. No matter how much tyme is spent it can't really be proven whereas only one example of it happened is needed to prove it did happen And he said she said isn't proof it's hearsay.

      I put the burden on you to prove that this act was not a different offer.

      Yeap, as I say above you want me to prove a negative which can be impossible instead of you proving a positive which should be easy.

      Falcon
    5. Re:Be resourceful dude. by OakLEE · · Score: 1

      And when did Yahoo! do any of these?

      I have explained how I feel Yahoo has met the requirements. If you want pin-cites to everything, it is all there in the previous articles in our discussion. If you want to be so intransigent as to just sit there and repeat your claim that no counter offer was ever made, you're still welcome to, but that's not a good argumentative technique.

      TFA never, ever, said any negotiation took place.


      Negotiations can happen in many ways, in private, through the media, and like many acts they are defined by their substance and not their form.

      We can reasonably infer from the WSJ's report that the request for at least $40 was made in the context of trying to get Microsoft to up its offer. How this is not an attempt to negotiate (negotiate - to arrange for or bring about by discussion and settlement of terms is beyond me.

      I contend that this dissemination of information is at the very least a negotiating tactic. Why else would Yahoo tell the WSJ? The use of negotiating tactics is prima facie evidence of an attempt at negotiation. It may be a unilateral and unreciprocated attempt but what difference does that make? The statement clearly implies that Microsoft and Yahoo are haggling over the price. That's a negotiation in anybody's eyes. Why should it matter whether Yahoo made the request through the WSJ or directly to Microsoft? Substance trumps form.

      If you want to be formalistic about this, then this whole discussion is moot because Microsoft has yet to file paperwork with the SEC making a formal offer. Why should we or the rest of the media, Slashdot, investors, finacial advisers, or whoever be arguing about a non-offer?

      If the "we want $40/share" statement is not an attempt at negotiation then what is it? Please explain.

      Now you can challenge the authenticity of the WSJ's reporting, but you'd have to show more than just "no one else is reporting it" to make an argument.

      Yeap, as I say above you want me to prove a negative which can be impossible instead of you proving a positive which should be easy.

      Almost all courts put the burden of proving that an offer never existed on the party challenging that offer's existence. My request is not unreasonable.

      To accommodate you're desire to have me do all the intellectual heavy lifting, let's couch the issue this way. If Microsoft were to meet Yahoo's demands of $40/share tomorrow, would Yahoo accept? I would say the answer is likely yes, since the WSJ has already established that Yahoo is asking for that much. Since Yahoo's proposal is likely a proposal, the acceptance of which, would conclude at least the money portion of the deal, I would say that the statement meets the legal definition of an offer, ergo Yahoo's statement is a counter offer.
      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...
    6. Re:Be resourceful dude. by falconwolf · · Score: 1

      If you want pin-cites to everything, it is all there in the previous articles in our discussion.

      Not once did you provide any proof Yahoo! made a counter offer to Microsoft, though I did provide links saying Yahoo!'s largest shareholders, er second largest, said Yahoo! should ask for at least $40. Those are different things however, a counter offer requires the board to make it not a shareholder.

      We can reasonably infer from the WSJ's report that the request for at least $40 was made in the context of trying to get Microsoft to up its offer.

      You can, but I don't. To me all WSJ said was he said she said, it offered no evidence Yahoo! in fact made any counter offer.

      How this is not an attempt to negotiate (negotiate - to arrange for or bring about by discussion and settlement of terms [reference.com] is beyond me.

      You offer a definition pf "negotiate" but do not provide what I asked for, evidence Yahoo!'s board in fact tried to negotiate at all.

      I contend that this dissemination of information is at the very least a negotiating tactic. Why else would Yahoo tell the WSJ? The use of negotiating tactics is prima facie evidence of an attempt at negotiation.

      I pointed WSJ did not say any counter offer was in fact made by the board but you keep saying they did While I offer links showing none was made you keeping repeating the same old same old without providing any evidence to support your contention.

      As we're going around and around without you providing any proof I feel I'm wasting my tyme, so I'm ending this.

      Falcon
    7. Re:Be resourceful dude. by OakLEE · · Score: 1

      Wrong I'm providing a quote from the WSJ that said that Yahoo wants at least $40. The fact that it was made by an anonymous source has no effect on its credibility. That is a statement made in the context of negotiation.

      As previously said counter offers are statements made in the context of negotiations designed to change or modify the terms of an already existing offer. The statement that Yahoo wants $40 is a statement. One can reasonably infer that since Yahoo wants it, that is a statement coming from the board, or management, or someone with the authority to speak on behalf of Yahoo. It was made in the context of negotiations, since it's purpose was to elcit a higher offer from Microsoft. Case closed.

      You can disagree with the WSJ's reporting, but that's an action most people appear not to be doing. Just look at other discussions on this topic. Plenty more than me mention the $40 counter offer. Perhaps if you're tried of trying to convince me, you can convince them.

      I don't even know why we are arguing this fact as it was not pertinent to my original post.

      --
      The sun beams down on a brand new day, No more welfare tax to pay, Unsightly slums gone up in flashing light...