All of the conduct ultimately condemned by the courts...were instigated by people who have since left the company. LOL
You got a dose of something, but it certainly isn't reality.
They are just jacking up the price. The company will be sold. Once a company is in play, it is very hard to take it off the market.
Once the directors receive an offer, it is their duty to figure out whether their shareholders are better off with Yahoo alone or not. If they figure out that it is better selling (I am sure they did already), it is their obligation under current Delaware law to auction the company. That's exactly what they are doing. There isn't a single transaction that closes at the starting price.
If the directors decide that it is better going alone, it will end up with a Proxy fight and a lot of lawsuits (those will happen anyway)
Right now, arbitrageurs are going long on Yahoo and short on MS. I really doubt this. They are not doing this just to jack up the price, I really think they are trying to avoid the takeover and are taking steps to try and defend themselves. This is a classic hostile takeover defense strategy. I'm pretty sure Yahoo! doesn't want to be acquired or merged with Microsoft. This takeover attempt was obviously hostile. Yahoo! has rebuffed Microsoft according to reports for a year. Do you really think a Stanford guy like Yang wants to see his life's work swollowed up by "the borg." There only chance to avoid the takeover is to find a white-knight like Google who can bail them out:
Employing a white knight defense is often the best solution available to target companies. It involves finding a third party, a white knight, that a target company can partner with and which is considered a good strategic fit with the target. Finding such a white knight can result in justifying higher market capitalization of the target and making it more difficult/expensive for an acquirer to go through with the bid.
Finally, a white squire defense involves finding a friendly and strategically suitable third party to buy a considerable minority holding in the target company that could be sufficient to block a hostile takeover without selling any of the crown jewels, selling of the entire company, or making any foolish counter bids.
Did anyone else find it funny that the bid also came the day after the DOJ stopped its oversight over all but one area of Microsoft's business practices? Unfortunately, slashdot and others reported it like the DOJ actually extended some kind of meaningful oversight, but in truth, just the opposite.
"The US Department of Justice has extended its anti-trust oversight of Microsoft by two years. This only applies to the requirement that Microsoft make protocol documentation available to competitors, though. All of the other requirements have expired, and Judge Colleen Kollar-Kotelly did not give the states complaining the full five years of oversight they requested."
Check out this blog post by Google's Senior Vice President and Chief Legal Officer, David Drummond on Google's Corporate Blog. Google clearly sees this deal as a direct threat to the future of the Internet. They are not going to let Microsoft walk all over them like Netscape. Microsoft's bid for Yahoo! was a declaration of war:
Yahoo! and the future of the Internet
2/03/2008 11:45:00 AM
Posted by David Drummond, Senior Vice President, Corporate Development and Chief Legal Officer
The openness of the Internet is what made Google -- and Yahoo! --possible. A good idea that users find useful spreads quickly. Businesses can be created around the idea. Users benefit from constant innovation. It's what makes the Internet such an exciting place.
So Microsoft's hostile bid for Yahoo! raises troubling questions. This is about more than simply a financial transaction, one company taking over another. It's about preserving the underlying principles of the Internet: openness and innovation.
Could Microsoft now attempt to exert the same sort of inappropriate and illegal influence over the Internet that it did with the PC? While the Internet rewards competitive innovation, Microsoft has frequently sought to establish proprietary monopolies -- and then leverage its dominance into new, adjacent markets.
Could the acquisition of Yahoo! allow Microsoft -- despite its legacy of serious legal and regulatory offenses -- to extend unfair practices from browsers and operating systems to the Internet? In addition, Microsoft plus Yahoo! equals an overwhelming share of instant messaging and web email accounts. And between them, the two companies operate the two most heavily trafficked portals on the Internet. Could a combination of the two take advantage of a PC software monopoly to unfairly limit the ability of consumers to freely access competitors' email, IM, and web-based services? Policymakers around the world need to ask these questions -- and consumers deserve satisfying answers.
This hostile bid was announced on Friday, so there is plenty of time for these questions to be thoroughly addressed. We take Internet openness, choice and innovation seriously. They are the core of our culture. We believe that the interests of Internet users come first --and should come first -- as the merits of this proposed acquisition are examined and alternatives explored.
Slashdot Mirror
Once the directors receive an offer, it is their duty to figure out whether their shareholders are better off with Yahoo alone or not. If they figure out that it is better selling (I am sure they did already), it is their obligation under current Delaware law to auction the company. That's exactly what they are doing. There isn't a single transaction that closes at the starting price.
If the directors decide that it is better going alone, it will end up with a Proxy fight and a lot of lawsuits (those will happen anyway)
Right now, arbitrageurs are going long on Yahoo and short on MS. I really doubt this. They are not doing this just to jack up the price, I really think they are trying to avoid the takeover and are taking steps to try and defend themselves. This is a classic hostile takeover defense strategy. I'm pretty sure Yahoo! doesn't want to be acquired or merged with Microsoft. This takeover attempt was obviously hostile. Yahoo! has rebuffed Microsoft according to reports for a year. Do you really think a Stanford guy like Yang wants to see his life's work swollowed up by "the borg." There only chance to avoid the takeover is to find a white-knight like Google who can bail them out:
From: http://investment.suite101.com/article.cfm/posttakeover_defense_strategies
White Knight and White Squire Techniques
Employing a white knight defense is often the best solution available
to target companies. It involves finding a third party, a white
knight, that a target company can partner with and which is considered
a good strategic fit with the target. Finding such a white knight can
result in justifying higher market capitalization of the target and
making it more difficult/expensive for an acquirer to go through with
the bid.
Finally, a white squire defense involves finding a friendly and
strategically suitable third party to buy a considerable minority
holding in the target company that could be sufficient to block a
hostile takeover without selling any of the crown jewels, selling of
the entire company, or making any foolish counter bids.
Did anyone else find it funny that the bid also came the day after the DOJ stopped its oversight over all but one area of Microsoft's business practices? Unfortunately, slashdot and others reported it like the DOJ actually extended some kind of meaningful oversight, but in truth, just the opposite. "The US Department of Justice has extended its anti-trust oversight of Microsoft by two years. This only applies to the requirement that Microsoft make protocol documentation available to competitors, though. All of the other requirements have expired, and Judge Colleen Kollar-Kotelly did not give the states complaining the full five years of oversight they requested."
Check out this blog post by Google's Senior Vice President and Chief Legal Officer, David Drummond on Google's Corporate Blog. Google clearly sees this deal as a direct threat to the future of the Internet. They are not going to let Microsoft walk all over them like Netscape. Microsoft's bid for Yahoo! was a declaration of war:
Yahoo! and the future of the Internet
2/03/2008 11:45:00 AM
Posted by David Drummond, Senior Vice President, Corporate Development
and Chief Legal Officer
The openness of the Internet is what made Google -- and Yahoo! --possible. A good idea that users find useful spreads quickly. Businesses can be created around the idea. Users benefit from constant innovation. It's what makes the Internet such an exciting place.
So Microsoft's hostile bid for Yahoo! raises troubling questions. This is about more than simply a financial transaction, one company taking over another. It's about preserving the underlying principles of the Internet: openness and innovation.
Could Microsoft now attempt to exert the same sort of inappropriate and illegal influence over the Internet that it did with the PC? While the Internet rewards competitive innovation, Microsoft has frequently sought to establish proprietary monopolies -- and then leverage its dominance into new, adjacent markets.
Could the acquisition of Yahoo! allow Microsoft -- despite its legacy of serious legal and regulatory offenses -- to extend unfair practices from browsers and operating systems to the Internet? In addition, Microsoft plus Yahoo! equals an overwhelming share of instant messaging and web email accounts. And between them, the two companies operate the two most heavily trafficked portals on the Internet. Could a combination of the two take advantage of a PC software monopoly to
unfairly limit the ability of consumers to freely access competitors' email, IM, and web-based services? Policymakers around the world need to ask these questions -- and consumers deserve satisfying answers.
This hostile bid was announced on Friday, so there is plenty of time for these questions to be thoroughly addressed. We take Internet openness, choice and innovation seriously. They are the core of our culture. We believe that the interests of Internet users come first --and should come first -- as the merits of this proposed acquisition are examined and alternatives explored.