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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.'"
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.
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.
Money for nothing, pix for free
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...
"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.
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.
I don't think so, and neither does wikipedia.
http://en.wikipedia.org/wiki/Stock#History
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
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
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.
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.
FalconShould there be a Law?