While there were reports that the Time Warner board was meeting today to approve the spinoff of its AOL online unit, it actually gave the move an “enthusiastic endorsement” last night, according to sources.

Time Warner (TWX) just put out the press release about the move this morning, which has been long expected since former top Google (GOOG) advertising exec Tim Armstrong was named CEO of the long troubled AOL.

“Following the proposed transaction, AOL would be an independent, publicly traded company,” said the release, which gave few details of the shape of the new company.

But, several sources with knowledge of the situation said Armstrong is set to make massive changes to the structure of AOL, sweeping aside its current set-up almost completely.

That includes keeping the access business, which many thought would be sold off, and putting many of the companies it has recently acquired–including its pricey Bebo social networking site–in a separate ventures unit, which will try to attract outside investment.

The strategy will focus AOL on several key areas, including media, “scaled” advertising and communications.

Time Warner owns 95 percent of AOL, and Google holds the remaining five percent, but Time Warner said it would buy back that stake in the third quarter of 2009 as part of the transaction.

“Accordingly, once the proposed separation is completed, Time Warner shareholders will own all of the outstanding interests in AOL,” said the release. “The proposed transaction will be structured as tax-free to Time Warner stockholders.”

Armstrong is at the midpoint of a 100-day review of AOL, which has seen its profits and revenues drop in recent years.

That has meant a hard look at the structure put in place by his predecessors, former CEO Randy Falco and President Ron Grant.

They had cleaved AOL into three parts: the MediaGlow content studio; People Networks, which includes Bebo, as well as AOL’s communications assets like AIM instant-messengering service; and its Platform-A advertising unit.

Each has had its own president, and has been operated more independently.

That is effectively over, said sources, as had been signaled by the recent departures of People Networks head Joanna Shields and Platform-A head Greg Coleman.

Now Bebo, as well as start-ups AOL has bought recently such as the Userplane social-media apps unit and its Truveo video search service, will be “relocated” into AOL Ventures.

Each will operate on its own, and AOL will try to get venture capitalists to invest in them.

Armstrong has also decided to stress the AOL brand again, after years of creating a variety of new ones, and try to revive its other well-known brands, such as AIM and ICQ.

All the other parts of AOL will be integrated more tightly together, although the MediaGlow content business will get additional investment and still be run by Bill Wilson.

In addition, sources said it was unlikely AOL would make any big acquisitions after it spins out. Instead, it will focus on making key partnerships with a variety of companies.

Here’s the official press release:

Time Warner Inc. Announces Plan to Separate AOL
May 28, 2009

NEW YORK – Time Warner Inc. (NYSE:TWX) today announced that its Board of Directors has authorized management to proceed with plans for the complete legal and structural separation of AOL from Time Warner. Following the proposed transaction, AOL would be an independent, publicly traded company.

Time Warner Chairman and Chief Executive Officer Jeff Bewkes said: “We believe that a separation will be the best outcome for both Time Warner and AOL. The separation will be another critical step in the reshaping of Time Warner that we started at the beginning of last year, enabling us to focus to an even greater degree on our core content businesses. The separation will also provide both companies with greater operational and strategic flexibility. We believe AOL will then have a better opportunity to achieve its full potential as a leading independent Internet company.”

After the proposed separation is complete, AOL will compete as a standalone company–focused on growing its Web brands and services, which currently reach more than 107 million domestic unique visitors a month, as well as its advertising business, which operates the leading online display network that reaches more than 91% of the domestic online audience. AOL will also continue to operate one of the largest Internet access subscription services in the U.S.

AOL Chairman and Chief Executive Officer Tim Armstrong said: “This will be a great opportunity for AOL, our employees and our partners. Becoming a standalone public company positions AOL to strengthen its core businesses, deliver new and innovative products and services, and enhance our strategic options. We play in a very competitive landscape and will be using our new status to retain and attract top talent. Although we have a tremendous amount of work to do, we have a global brand, a committed team of people, and a passion for the future of the Web.”

Today, Time Warner owns 95% of AOL, and Google holds the remaining 5%. As part of a prior arrangement, Time Warner expects to purchase Google’s 5% stake in AOL in the third quarter of 2009. After repurchasing this stake, Time Warner will own 100% of AOL. Accordingly, once the proposed separation is completed, Time Warner shareholders will own all of the outstanding interests in AOL.

The proposed transaction will be structured as tax-free to Time Warner stockholders. The transaction is contingent on the satisfaction of a number of conditions, including completion of the review process by the Securities and Exchange Commission of required filings under applicable securities regulations and the final approval of transaction terms by Time Warner’s Board of Directors. Time Warner aims to complete the proposed transaction around the end of the year.

Why do I care?

• Because his hire is yet another indicator that AOL is continuing to hire experienced writers and reporters–often from ailing publications–to build up its own sites, a strategy championed by content czar Bill Wilson’s MediaGlow. AOL has been steadily hiring journalism vets and using them to reinvigorate existing sites like its FanHouse sports hub and to launch new ones like PoliticsDaily. Other recent hires include Mitch Lipka, a consumer finance writer for the Boston Globe who will join AOL’s Walletpop, and David Wood, a longtime national security writer for the Baltimore Sun,  who is joining PoliticsDaily.
• Because it means that the not-going-to-shut-down-after-all Portoflio.com won’t feature its two marquee bloggers. Felix Salmon, Bercovici’s former colleague at the Condé Nast site, had already left for Reuters to start a finance blog earlier this year.
• Because Bercovici is damned good at the media beat, so I’m going to need to bookmark his page and add his RSS feed into my reader.
• And because I’ve been writing about layoffs since I started this column in October, and this is a nice change of pace.

Let’s just say the firing of AOL CEO Randy Falco and President Ron Grant was not exactly expected–even if everyone thought it should happen–within the high ranks of the troubled online unit, until Time Warner (TWX) CEO Jeff Bewkes dropped the guillotine this afternoon in Manhattan.

And drop it he did, quickly lopping off the pair of executives Bewkes had installed himself. He replaced them with Tim Armstrong, Google’s head of advertising sales, a man with a much brighter resume, for what is likely to be an attempt to spin out AOL now that merger options are moribund.

“It’s a shock to everyone how sudden it was,” said one exec. “Everyone talked about when Bewkes was going to run out of patience with Randy and Ron all the time, but no one knew it was coming now, since it had taken so long.”

Grant, for example, only found out about the situation when Bewkes told him in person earlier today at AOL’s offices in lower Manhattan, said several sources. Bewkes has hardly ever been there–he has a stunning office at the Time Warner Center in midtown–although Armstrong’s office at Google is nearby.

Falco might have learned about the situation earlier, but several sources said no other top exec at AOL did until about 30 minutes ago.

The whole coup came, said several sources, from corporate, which swooped and made the moves swiftly, very quickly after signing the deal with Armstrong.

(Here is an interview I did this afternoon with Armstrong after the appointment was announced.)

AOL PR did not seem to be aware of the move until this afternoon, and neither did its three top division heads: People Networks head Joanna Shields, MediaGlow President Bill Wilson or newly hired Platform-A ad leader Greg Coleman.

Yesterday, quite by coincidence, BoomTown wrote about the continued turmoil within AOL and the unhappiness with Falco, which was long-running:

“That’s caused a lot of people inside AOL and also a wider circle at Time Warner to increasingly point the finger of blame at AOL CEO Randy Falco, wondering if and when he will suffer too.

“‘Why Randy Falco gets to keep his job is a mystery to a lot of people,’ said one top exec at another division.”

Well, it is a mystery no longer, apparently, with Bewkes putting the high-profile Armstrong in place as AOL’s CEO and chairman, although he has been casting about for new leadership for a while, according to many sources, such as former Yahoo COO Dan Rosensweig.

AOL is in the midst of laying off 10 percent of its staff of 7,000, although many feel deeper cuts are needed, especially since Bewkes has been unable to complete a deal to sell it after a lot of trying.

Interest by Yahoo (YHOO) in merging with AOL, for example, has cooled and there seem to be no true suitors on the horizon. A spinoff of the division seems to be the most likely option.

Whether that includes a strategy reset for AOL or not is unclear.

Under Falco and Grant–who were derisively given the nickname Smithers and Burns from “The Simpsons,” and also “Rondy” by some inside the division who did not like them–AOL paid $850 million for the Bebo social-networking site last year, an overpriced move that has grated on many throughout Time Warner.

Under their plan, AOL was focusing on a three-pronged strategy: social networking and communications (People Networks), content (MediaGlow) and advertising (Platform-A).

But new Platform-A head (and former Yahoo sales exec) Coleman–whose business has to drive revenue growth–cannot perform miracles in such a weak environment no matter what cool new products and offerings either People Networks head Shields or MediaGlow president Wilson create.

Armstrong certainly knows sales, as head of sales efforts at Google (GOOG), although he has never operated a business as multi-faceted as AOL, which–despite its troubles–remains huge.

More to come soon…

Earlier today, Silicon Alley Insider reported that layoffs at AOL, which had been announced in January, were finally taking place.

Actually, said an AOL insider, about 10 percent of the layoffs, or 70 people, have been let go since the announcement. The pace just got ratcheted up today, adding another 300 to the pyre at the troubled Time Warner (TWX) online division.

But, said several sources, the slashing of staff might go well beyond what has been announced, as AOL continues to drill down on its three-pronged strategy: social networking and communications (People Networks), content (MediaGlow) and advertising (Platform-A).

That’s no surprise since AOL’s options have landed, to say the least, in that dreaded rock-and-hard place.

The interest by Yahoo (YHOO) in merging with AOL, for example, has waxed and waned–it’s waned right now, sources said, though not completely–and there seem to be no true suitors on the horizon.

And new Platform-A head (and former Yahoo sales exec) Greg Coleman–whose business has to drive revenue growth–cannot perform miracles in such a weak environment, no matter what cool new products and offerings either People Networks head Joanna Shields or MediaGlow President Bill Wilson create.

Thus, with the ever-weakening economy, there is still fat to be cut out, especially since Time Warner CEO Jeff Bewkes either has to sell AOL off or make it work a whole lot better.

And working better likely means more cuts–and a whole lot more of them.

That’s caused a lot of people inside AOL and also a wider circle at Time Warner to increasingly point the finger of blame at AOL CEO Randy Falco, wondering if and when he will suffer too.

“Why Randy Falco gets to keep his job is a mystery to a lot of people,” said one top exec at another division.

While one might look at, say, the media giant’s magazine division and ask the same of its head, Ann Moore, the more obvious answer is that times are tough all over and not just at Time Warner.

Said an AOL insider who does not like Falco’s leadership, but was sympathetic: “He probably should have pushed to sell it off more when times were better, but that was being run by corporate, so now he just has to deal with a weak economy and an online property whose value has been declining for a long time.”

In any case, for now, there’s no joy in Mudville. When the domestic layoffs are done by the end of this month, a source said, the company will turn to international firings (it’s harder to dump folks in Europe, apparently).

But, as another baseball maxim goes: At least when it comes to cuts at AOL, it’s never over until it’s over.

Here’s two about big changes in AOL’s international–such that it is–unit, as the head of it–Maneesh Dhir (pictured here)–moves on.

A longtime staffer at the Time Warner (TWX) unit will “return to his entrepreneurial roots,” according to a memo from AOL CEO Randy Falco below.

Dhir has been based in India since his appointment several years ago. He came to AOL from its acquisition of Netscape in 1999.

And, in another memo from AOL President Ron Grant (also below), it looks like MediaGlow President Bill Wilson will get most of the goodies from Dhir, with all of international publishing reporting to him now, such as AOL Europe’s Dana Dunne.

(I could tell you endless stories about when AOL first entered the European market–former head Steve Case tried and failed to get to get the Europe Online moniker–but that would make you realize just what a digital antique I am.)

Here are the Falco and Grant memos:

From: Randy Falco
To: ADTECH Global; Platform-A Europe; Intl Employees; US Employees
Sent: Wednesday, February 25, 2009 9:01:13 PM
Subject: Organizational Announcement

Dear AOL colleague,

I’m writing to tell you that Maneesh Dhir, head of our international efforts, has decided that after 10 long and fruitful years with AOL, it’s time to start the next chapter in his career.

Since coming to the company in 1999 as part of AOL’s Netscape acquisition, Maneesh has made many important contributions to AOL. Most recently, of course, he was instrumental in the growth of AOL’s presence worldwide. Under his leadership, AOL went from a company with a consumer presence in just four countries outside the U.S. to one that is now in 38 countries–including India–in less than two years. Maneesh was also a key advocate for the rebuilding of our product development efforts so we could more effectively and efficiently launch products worldwide.

Just as important, Maneesh helped us learn the benefits of tapping into a worldwide pool of talent. It was his idea to open an AOL call center in Bangalore in 2002, which quickly became our largest. Two years later, he pushed for the creation of the Bangalore Development Center and the Bangalore Knowledge Center–important centers for technology, finance, analytics and shared services that are now part of the AOL India operations.

Thanks to these and many other accomplishments, we are now well positioned for global growth in all three of our key businesses–MediaGlow, Platform-A and People Networks–as well as our Products & Technologies division.

Having done all this, Maneesh told me he’s ready to return to his entrepreneurial roots. He’ll be staying on for a couple of months to help ensure a smooth transition. There will be subsequent information outlining organizational changes coming shortly.

Please join me in thanking Maneesh for all he’s done for AOL and wishing him the very best on his future endeavors.

Randy

From: Ron Grant
To: ADTECH Global; Platform-A Europe; Intl Employees; US Employees
Sent: Wednesday, February 25, 2009 9:05:37 PM
Subject: Organization Update

Dear AOL colleague,

I want to join Randy in thanking Maneesh Dhir for his outstanding contributions to AOL. I’ve known Maneesh for years, and he’s always been a tireless champion of AOL and of our global ambitions. I’m proud of all that he and his team have accomplished.

With Maneesh’s decision to return to his entrepreneurial roots, we’re taking the opportunity to make organizational changes that will build on the progress he and our international team have achieved.

Our next step is to more closely align and centralize our global publishing efforts under the newly formed MediaGlow business unit, headed by Bill Wilson. Over the last year, we have grown the MediaGlow audience dramatically through our highly efficient content development model. We believe that a more centralized infrastructure will enable us to accelerate MediaGlow’s global growth.

As a result, Dana Dunne, who oversees our European publishing business, will now report directly to Bill. In addition, our publishing businesses in India, Australia, New Zealand, Japan and Canada will all report in to MediaGlow.

We are also aligning our global technologies and search organizations under Ted Cahall. With this move, our AOL India operations led by Philip Nelson will now report in to Ted, as will Bill McGrath, who heads our ASA team and also oversees the International development team in Bangalore. Ponnapa PG will now report to Phil, who will be working with his team to finalize the India realignment over the next few weeks. Lastly, Joe Arcuri is leaving AOL Canada and his direct reports will be aligned with their counterparts in New York and Dulles.

Please join me in thanking Maneesh for his many contributions and wishing him well.

Ron

The game of executive musical chairs among Web companies keeps on going, with sources telling BoomTown that AOL ad head Lynda Clarizio will be departing the online service and replaced by former high-ranking Yahoo ad exec Greg Coleman (pictured here).

Last week, this column first reported on former Yahoo media head Scott Moore taking a similar content job at Microsoft (MSFT), which had been vacated by Jeff Dossett, who took Moore’s job at Yahoo.

The less confusing move at AOL, with Coleman taking over for Clarizio and which has been in the works for only a week, could be announced as early as today, although I have been hearing rumors of such a development since late last week.

Clarizio has been head of Platform-A, the overall name for AOL’s advertising business, which includes a lot of various online ad companies AOL has bought in recent years.

She had been running AOL’s Advertising.com in Baltimore before being tapped to integrate them better over the last year, after a series of ad execs shuffled in and out of AOL.

But, said several sources, as a former AOL lawyer and dealmaker, Clarizio (pictured here) is not regarded by top execs the kind of nitty-gritty sales exec that AOL needs now, as it seeks to revive its fortunes.

AOL’s ad business has lagged badly of late, with owner Time Warner (TWX) pre-announcing that the online service’s results would be particularly weak this quarter. Time Warner reports quarterly earnings tomorrow.

Since a much-chewed-over possible merger with Yahoo (YHOO) has been put on ice, with the recent arrival of new CEO Carol Bartz, Time Warner and AOL execs have decided to focus on strengthening the online service and making much needed changes.

AOL recently announced a 10 percent layoff of its staff of 7,000, part of the rightsizing that has been going on.

And its valuation was also recently written down by Google (GOOG), to $5.5 billion from $20 billion several years ago.

AOL had already been in the midst of renovating its communications and social-networking assets under a new division called People Networks, which is run by former Bebo head Joanna Shields.

Its content arm has also gotten a different blog-centered direction and name–MediaGlow–under Bill Wilson.

Now, it’s apparently time for the ad leg of AOL’s three-pronged new strategy its future business is resting on to be fixed.

The hiring of Coleman came suddenly, said several sources. He had been considering a top job at another well-known online company and also was planning to move to a start-up he has been running to the Silicon Valley area.

He was hired by AOL CEO Randy Falco, whom Coleman has known for a long time, only last week, after Falco heard that Coleman was considering other positions.

Sources at Yahoo said the hiring had to be cleared by the company and Bartz, at Time Warner CEO Jeff Bewkes’s request, due to competitive issues.

Coleman is indeed an experienced online ad exec, who was at Yahoo for seven years, responsible for all advertising revenues worldwide. He came to Yahoo from Reader’s Digest.

But Coleman ran into Yahoo’s management buzzsaw after trouble hit the company in 2007. He was one of the first in a long line of execs to leave the troubled company, departing in one of its many controversial reorganizations.

But Yahoo’s ad business did grow strongly under him and former Yahoo ad exec Wenda Millard. She was also pushed out of Yahoo and now is Co-CEO of Martha Stewart Living Omnimedia.

Since then, Coleman has been running a Los Angeles-based start-up called NetSeer, which focuses on ad targeting.

Given his media background, Coleman is likely to be key to expanding premium branded advertising display sales across AOL’s advertising and programming networks.

He will move to New York and report to AOL President and COO Ron Grant, said sources, although Platform-A has key offices in Baltimore and San Francisco too.

Although its advertising business is tanking this quarter and its merger deal with Yahoo remains dormant, AOL is focusing on one of the brighter spots in its business: the popularity of its content sites.

Today, the Time Warner (TWX) unit will announce the expansion of its publishing unit, which it is curiously called MediaGlow.

A deep dive into content, especially when the advertising market is also in a sharp downtown, is an interesting move, to be sure, although it makes sense for AOL to double down in the areas it excels in.

In a press release obtained by Boomtown, which will be released later today (but you can see below), AOL said it would develop over 30 new sites in 2009, employing the low cost, niche-focused model that has worked well at many of its 75 existing sites.

AOL’s content sites, which are typically the No. 2-ranked in a variety of categories to those at Yahoo (YHOO), have grown significantly in recent years, as the company has become more Web-focused.

AOL claims it has 70 million unique monthly visitors for its content sites, with page views up 40 percent year-over-year.

AOL content czar Bill Wilson–with a spanking new title of President of MediaGlow–will lead the publishing effort, which will include new “state-of-the-art” studios in New York and Los Angeles.

That essentially means several hundred content-focused employees with a whole army of free-lancers, to create both original and aggregated content.

AOL is calling MediaGlow the third leg of its business model, with its People Networks (communications and social assets) and Platform-A (advertising) as its other two.

Here’s the full press release on the move:

AOL ANNOUNCES EXPANSION OF PUBLISHING UNIT WITH THE CREATION OF MEDIAGLOW

#1 Country Music Site: TheBoot
#1 Hip-Hop Music: The BoomBox
#1 Men: Asylum
#1 Style: StyleList
#1 Women’s Blogs: Lemondrop
#1 African American: BlackVoices
#1 Music: AOL Music
#1 Retail Tickets: Moviefone.com
#1 Television: AOL Television
#2 Horoscopes: AOL Horoscopes
#2 Latino: AOL Latino
#2 Business- News/Research: AOL Money & Finance
#2 Entertainment-News: TMZ
#2 E-mail: AOL E-mail
#3: Movies: Moviefone.com
#3 Real Estate: AOL Real Estate
#3 Health: AOL Health
#4 News: AOL News
#4 Technology: AOL Tech
#4 Women’s: AOL Living
#5 Search: AOL Search Network
#5 Weather: AOL Weather
#5 Home: AOL Home
 
* Based on a custom pull of November 2008 comScore Media Metrix data. (Note: the People Networks unduplicated reach figure excludes AIM Mail.)
** Categories for Asylum, BlackVoices, Horoscopes, Latino, Lemondrop, TheBoomBox, TheBoot and StyleList have been custom built by AOL.

Aside from upcoming layoffs, it seemed as if Yahoo had stanched the flow of major execs from the company.

Not so, it seems, as several sources with knowledge of the situation confirm that the two top execs of the troubled Internet company’s media unit will be announcing their departures later this week.

SVP Scott Moore (pictured here), who runs Yahoo’s media group out of its offices in Santa Monica, Calif., and also Alan Warms, who came to Yahoo from its BuzzTracker acquisition last year and is head of Yahoo News, Tech and Education, will both be leaving.

It is not clear what their future plans are.

Moore declined to comment when reached by phone, and Warms did not return an email requesting comment. Yahoo also did not yet respond to a request for comment.

In any case, the departures are troublesome as Yahoo (YHOO) tries to right itself, especially since its content operations are among its bright spots. Yahoo’s various sites are some of the largest on the Web, such as its news, finance and sports online franchises.

Overall, the media properties hit more than 70 million unique visitors monthly.

Losing top execs is also a problem as Yahoo also attempts to complete a merger with Time Warner (TWX) online unit AOL. Talks between the companies have been ongoing for months.

With high-ranking Yahoo execs like Moore gone, it will likely fall to AOL execs, such as its content head Bill Wilson, who will be more likely to head integration efforts, if a deal is ever struck.

And while no replacement for Moore has been selected, insiders note that Yahoo Sports head James Pitaro, who has reportedly gotten a number of outside offers, would be a likely internal candidate for the job.

Then again, Yahoo’s management might reorganize yet again, creating another new set-up for its content operations or add new execs.

[Update: Later today, Yahoo named former Microsoft digital exec Jeff Dossett, who was the lead for audience, content and programming strategy and execution in the U.S., as its new SVP for Audience. I had reported last month that Dossett was being considered for a big job at Yahoo, although Microsoft denied it at the time.]

Rumors of Moore’s departure have been swirling for months, especially recently outside the company. BoomTown previously reported he was looking at starting a new venture.

I did a video interview in July (see below) with Moore about his plans for the Media Group, where he has worked since he came to Yahoo in mid-2005 from a series of major posts at Microsoft (MSFT).

At Microsoft, he ran its various content operations for many years. Moore came to Yahoo to work for Lloyd Braun, the Hollywood exec who left Yahoo under yet another swirl of controversy.

His portfolio grew when Braun’s other No. 2–Vince Broady–was re-orged out of his job last December, giving Moore purview over the whole Media Group.

In Yahoo’s latest reorganization, Moore has been reporting to U.S. head Hilary Schneider, in a move to better align its media and advertising sales.

Moore and his staff have tried a range of large and small experiments in original content, some of which have worked and some of which have not.

Interestingly, Yahoo has not abandoned its original content effort at all, doing newsy programming like political debates and even an online interview with President George Bush.

But the company seemed to be settling into a pattern best exemplified by its recently launched Tech Ticker, which is a combination of Yahoo’s own inexpensively produced but well done content and videos and that of outside contributors (AllThingsD.com content is featured there, for example).

More to come, but here is the interview with Moore from this summer:

As has been copiously reported here and all over, Yahoo and AOL have been engaged in never-ending talks about a possible deal to merge their flagging Internet businesses.

Now, sources tell me, the circle of executives at both companies interfacing with each other has been widened, for purposes of due diligence.

That chit-chatting includes Yahoo CEO Jerry Yang, who has been in New York several times recently [UPDATE: But not yesterday, in a story I had previously linked to here]–where AOL parent, Time Warner, is located–to meet once with its CEO, Jeff Bewkes, and see if they can actually complete the merger.

Now, all this frantic activity does not mean a deal will necessarily be struck. In fact, in typical Yahoo style, it is going very slowly and that is never a good thing in dealmaking.

But it is this kind of ramped-up blabbery that has many at both companies predicting–hoping, really–that a deal will go through, sooner or later, as soon as Time Warner and Yahoo can agree on a price.

Or, more precisely, a percentage, since Yahoo’s stock price has been falling like a particularly sharp knife of late.

Sources said Yahoo does not want Time Warner (TWX) to have any more than 25 percent of the new company in a trade for AOL’s assets–although that figure would be slightly more if the media giant throws in some of that “Harry Potter”-generated cash into the deal kitty.

Yahoo (YHOO) management, sources said, also think its assets are of significantly better quality than AOL’s, and it still has that powerful–although declining–share in the lucrative search market.

Thus, it does not want to pay the $8 to $10 billion price Time Warner wants, and it should not either. (Here is a good analysis on the price issue by Silicon Alley Insider’s Henry Blodget.)

But Yahoo shares closed yesterday at a troubling $14.58, down 73 cents, or almost five percent.

That means its market valuation also declined by many billion dollars very quickly. It is now at $20.2 billion.

These profound stock drops, said several sources, could spur Yahoo to act before it gets even worse, which is why talks have been more frequent in recent weeks.

While not the best state of mind, panic is always a good motivator, and both companies are surely desperate to turbocharge themselves in the face of tough competition and avoidable management mishaps in recent years.

The hope? That together the pair can do better than they have separately–by combining their advertising, content and communications assets, which are among the largest in the world.

In addition, the “new” Yahoo would be able to make massive cost cuts, including layoffs, under the cover of integration and starting off with a clean slate.

So who would emerge more powerful in a new set-up–AOL or Yahoo?

Here’s a short cheat list:

Content:

AOL and Yahoo have a similar range of content assets, with big sites in all the classic categories, like news, financial, sports and lifestyles. Yahoo’s content head is Scott Moore, while AOL’s is Bill Wilson (both pictured here, left to right).

As I wrote yesterday, I expect that the more dominant Yahoo will rule, slashing and burning most of the AOL-branded properties, keeping only interesting newer brands like sports blog FanHouse, celeb blog TMZ and the Engadget, Tuaw and JoyStiq tech blogs.

And while former Microsoftie Moore is the likely head of this behemoth, don’t count on the very adept Wilson, who is known as a skilled corporate player at AOL, to stick around without a big role in this arena.

Communications:

Again, advantage Yahoo, which has bigger calendaring, email and instant messaging assets, an area once overwhelmingly dominated by AOL. That was then, of course.

Still, AOL’s communications tools are used by a huge audience worldwide and the pair together would be a powerhouse. So much so, in fact, that this might be the one major regulatory hurdle any deal would face.

Advertising:

Again, Yahoo would probably dominate, having just hired well-known former Microsoft exec Joanne Bradford to head up U.S. advertising sales. AOL’s top ad exec is Lynda Clarizio, a former lawyer who is considered dogged but much less experienced than Bradford. (Both are pictured here, right to left.)

And, Yahoo does have its search ad business, however weakening, and a stronger graphical ad business, even if the sector will be most under siege in the current down economy.

Plus, AOL’s Advertising.com, while a major ad network, is more of a business subject to bruising competition and squeezed margins.

Community:

Tapan Bhat (pictured here) now rules community at Yahoo, as well as its homepage, having just inherited it from the departing Brad Garlinghouse.

But AOL has a savvy and voluble exec in Joanna Shields, who came recently via its Bebo social-networking acquisition. While AOL woefully overpaid for Bebo and got played into thinking that other bidders were more interested than they actually were, it was Shields (pictured here) who essentially did that playing.

Sign her up for a top exec role in the combined company pronto!

In all seriousness, there is room for both in the newco, as both AOL and Yahoo seriously bite in the social-networking space. They will surely need a lot more than Bhat and Shields if they want to become true players in Web 2.0′s hottest and probably most important trend.

Engineering:

Yahoo. I do not need to explain this, do I?

Okay: AOL has always been incompetent in the technical arena, since its beginning days, compared with Silicon Valley companies like Yahoo.

All yours, Ash Patel!

Management:

Now, it is here that it gets interesting.

Most feel the push by Yang to do an AOL deal–and make no mistake, it is being pushed by him most of all–is due to increased pressure from his board, as well as major investors, who have had just about enough of his leadership.

“There is no way Jerry stays on as CEO in a newco,” said one source about Yang (pictured here). “He’ll be kicked upstairs as chairman, and I will think [President Sue] Decker will also have to go eventually, since there will be a lot of resistance if she is named CEO.”

But, said other sources, these major management changes will not happen immediately, if at all, as it is too distracting in the wake of a deal and ruins the positive “story” that both companies will surely want to spin.

And spin they will! (Go, Tricia! Go, Jill!)

And while he has a reputation for sharkish political skills, especially compared to Yahoo’s very diplomatic U.S. head, Hilary Schneider, expect AOL President Ron Grant to be an important part of the transition, since he is good–almost too good–at cutting costs.

Most expect his boss, AOL CEO Randy Falco, not to be part of the new company, thereby separating him and Grant, who are nicknamed “Smithers and Burns” at AOL, after “The Simpsons” creepy duo.

Most likely, there will be a search for a top-level CEO to take over the combined company–someone of the stature of New Corp.’s No. 2 Peter Chernin or eBay’s former leader Meg Whitman (except now, she is apparently Sen. John McCain’s pick for Treasury Secretary, if the Republican Presidential candidate were to win the election).

“If this has any chance of working out, the board has to push restart on the leadership,” said one person close to the situation, who notes that this deal is Yang’s last chance to truly impact the future of the company he co-founded and preserve its legacy. “Everyone gets that, even Jerry.”

But I think the idea that Yang would leave if there were to be a merger of Yahoo with AOL is wishful thinking on the part of his critics.

He appears tome to be very committed to seeing his vision of turning around Yahoo through.

And those who have counted him out always seem to be the ones who have been typically wrong, such as Microsoft CEO Steve Ballmer and shareholder activist Carl Icahn.

Because, for all the turmoil at Yahoo, it’s Yang still calling the shots.