San Diego-based Websense has a market capitalization of $826 million and could fetch around $1 billion in a sale, these people said. They cautioned that Websense, which has previously toyed with the idea of a sale, may again decide not to sell itself if offers come in below expectations.

Websense makes software that filters Web content, and companies frequently install it on employee computers to block access to certain types of websites, such as pornography and Facebook. Its online security technology also protects emails, data and other content from cyber attacks.

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Many years ago, before Google went public, I had an unusual late-night conversation in the lobby of the TED conference with its co-founder Larry Page about the prospect, about which–despite its inevitability–he had more than a little nervousness.

That would be: Taking the search company public.

After much ruminating, Page concluded that one of the more important reasons he felt compelled to have an IPO was to finally reward Google’s employees for all the work they had done to build the company.

While I have never had a similar chat with Facebook CEO Mark Zuckerberg about the powerful social networking company and an initial public offering, I suspect that he would not express any such sentiment.

And it’s not because Zuckerberg does not value his staffers any less than Page did–instead, it’s because he seems to value his privacy most of all.

I know–ironic!–given how many perceive the company to be cavalier about important issues related to disclosures of personal information uploaded to Facebook by the mountain-load daily by its hundreds of millions of users.

That aside, Zuckerberg’s clear intent to keep the lid on Facebook tight–with no information about the details of financial performance and other pertinent information a public offering would require be disclosed–is clearly about to become a nettlesome issue for the company.

While that effort at preserving secrecy by staying private has resulted in little more than cute Silicon Valley media guessing games about a possible IPO, its most recent machinations are too clever by a half.

That would be the new and giant investment from Goldman Sachs, as well as a deal to get $1.5 billion of pre-IPO shares in the hands of the investment bank’s rich customers.

Aside from the appalling image that only the very wealthy can get an early shot at Facebook shares, which instantly became a press meme yesterday after the Goldman deal was announced, pretending this single investment entity–called a “special purpose vehicle”–simply feels like a Wall Street trick.

Plus, a special purpose vehicle sounds like a car that bankers use to take people for a ride.

Thus, a gaggle of rich doctors in New Jersey are treated like one blob, instead of what is plainly true to all. As the old Latin legal phrase goes: Res ipsa loquitur (the thing speaks for itself).

Of course, this strategic move is designed to keep the number of primary stockholders under 500, which is the IPO tipping point for the Securities and Exchange Commission.

Therefore, by all means, let’s do it!

Or not, because I had an intense déjà vu about all this, and an unease that it felt vaguely familiar as a negative characteristic of Zuckerberg’s leadership that seems to cling to him.

That would be the dicey origins of Facebook, which remain a controversy to this day, including garnering an entire Hollywood movie on the subject.

Anyone with a passing knowledge of Facebook’s history knows the basic question: Did Mark Zuckerberg “steal” the idea for Facebook from the Winklevoss twins, as well as sandbag their efforts, while they were all students at Harvard University?

And, more to the point, was it illegal?

The Winklevii certainly think so, continuing in their Don Quixote quest to take Zuckerberg down in a series of ever-more-comical lawsuits.

For me, the answer is a lot more complex–I think Zuckerberg most definitely screwed with the Olympic rowing twins and it was very creepy that he did.

But, in terms of breaking the law, not so much.

Of course, if you are endeavoring to always act with ethics in your career, this should not be the bar set. But in practical terms, it was most definitely an aggressive knee-capping that is not uncommon in business.

Zuckerberg has shown similar tendencies many times since then, especially around the thorny issues of privacy, where fast-and-loose behaviors are quickly followed by the I’m-sorry-I-didn’t-mean-it excuses.

Okay, fine, I get it. Business is war.

But, as it moves into a more mature place, the question now is whether Facebook should keep stressing this kind of wink-wink-nudge-nudge propensity, because it feels–how can I say this in the nicest way–icky.

Plus it will surely attract unneeded attention from the SEC, which is already looking into the opaque market for trading shares of closely held companies and where Facebook is the star attraction.

And this is to say nothing of other issues–for example, could there be insider trading problems around the buying and selling of these private shares, as one person close to the situation has noted to me?

Facebook, of course, will defend what it is doing as above board, say it’s not unfair to give special access to its bounty to the very rich in what is essentially a private IPO and wag a finger at critics like me and tell us we don’t understand sophisticated financial issues.

But here’s what I grok without a Harvard Business School degree: It feels sneaky, it feels elite, it feels opaque, and this kind of fancy financing footwork could end in tears.

Because these legitimate questions on how Facebook handles its stock will continue to dog the company until–when he is good and ready (and finances at Facebook look prettier)–Zuckerberg eventually pulls the trigger on an IPO.

It would be nice, even if Wall Street applauds his cleverness, if he didn’t keep shooting himself in the foot along the way.

Today, as news of the departure of Yahoo’s U.S. head Hilary Schneider and two other top execs got around Wall Street, investors and dealmakers were actually thinking of things other than executive turmoil.

As in: Does the uncertainty, along with a naggingly lackluster stock price and weak growth, create pressure on its CEO Carol Bartz and its board to do something dramatic?

In addition, does the messy public situation even provide an opportunity to put Yahoo into play, despite its market cap of $19 billion?

These and many more are the scenarios being debated in boardrooms of big media and Internet companies today, as well as at private equity firms, investment banks and even in Asia.

That’s because many are focusing on Yahoo’s Asian investments. Yahoo (YHOO) itself owns almost 35 percent of Yahoo Japan and a 40 percent stake in China’s Alibaba Group, assets that now make up–along with cash on hand–most of the company’s valuation.

Alibaba and Yahoo have recently gotten into an ugly public tussle over the Chinese firm’s desire to buy back the shares now, with Bartz holding out for more appreciation.

Now, she might have to do a deal with Alibaba, according to one theory, because a sale of its stake would give Yahoo’s stock a significant boost.

One problem: Alibaba CEO Jack Ma has made it known to anyone who will listen that he loathes Bartz personally, after a series of awkward encounters. That said, he has a close relationship with former Yahoo CEO and co-founder Jerry Yang, who is on both companies’ boards.

That puts Ma in an interesting position, according to another theory, because other U.S. companies with an interest in Yahoo might try to make a deal with him to do some kind of deal with Yahoo.

Most frequently mentioned by big investors in Yahoo: AOL (AOL) and its CEO Tim Armstrong.

Armstrong, said sources, has not shied away from the idea of Yahoo acquiring AOL and installing him as CEO with Bartz as chairman. AOL’s valuation is just $2.65 billion.

Although AOL has also been trying to turn itself around and is in a much less powerful position than Yahoo, Wall Street likes Armstrong’s story for AOL as a modern-day media and media distribution company.

“At least he has a narrative that is believable,” said one big investor in both companies. “Bartz has no vision.”

Another plus for Armstrong: His friendly and Don Draper-smooth demeanor, in contrast to Bartz’s tough-talking and now too-often curse-laden patter.

And while Bartz is losing execs, Armstrong has assembled an experienced staff. And he himself has deep online advertising sales experience, given his last job as head of U.S. sales at Google (GOOG).

Also likely to be interested: New Corp. The reason is that its own digital efforts, especially at the MySpace social networking site, have gone sideways.

And there’s history: News Corp. (NWS) tried to facilitate a merger of MySpace, MSN and Yahoo into a company codenamed “TrafficCo” at the time Microsoft was attempting a takeover of Yahoo.

It was supposed to be headed by former Microsoft exec and now Juniper (JNPR) CEO Kevin Johnson, another possible Yahoo CEO candidate.

That plot did not pan out and News Corp. has been trying mightily to revive MySpace ever since. It certainly would trade it into Yahoo for some stake.

Another hook: Its digital head Jon Miller, who used to be CEO of AOL, almost was CEO of Yahoo, during that same takeover fight. But a noncompete agreement with Time Warner (TWX) was enforced by CEO Jeff Bewkes at the time.

Both AOL and News Corp. could certainly make approaches to Ma or Yahoo Japan’s Masayoshi Son to agree to help them get back their Yahoo stakes.

Son was the one who made the move recently to switch out Yahoo search for Google in Japan.

And, by the way, Son was one of Yahoo’s earliest investors.

Confused? Well, it is certainly shaping up to be a lively Silicon Valley goat rodeo, as there are also all kinds of private equity companies with spreadsheets already figured if Yahoo shares decline enough.

And there are other ideas spinning on spins into Yahoo, such as Demand Media, which is prepping an IPO, and its perpetually enthusiastic CEO Richard Rosenblatt.

One unlikely player is Microsoft (MSFT). The once hostile suitor is now a partner to Yahoo in search and online advertising.

Of course, the last and biggest question is what happens between Bartz and the board. While they seem to have backed her this far, she has not performed as she has promised and now seems to have gotten publicly grumpy about all the pressure to do so.

Will the directors, who proved themselves pretty ineffectual in the past, continue to support her? Or will they find some self-protecting way to ease her out?

Some directors are definitely unhappy, sources said, but no one seems to be in charge or particularly influential.

Which could mean even more confusion as Yahoo moves unsteadily forward.

Until it all settles down, please enjoy this video of an actual goat rodeo:

AOL has hired a pair of New York investment bankers, Morgan Stanley (MS) and Allen & Co., to manage the sale of its ICQ instant-messaging unit.

Sources familiar with the situation said interest in buying the asset from two major non-U.S. companies prompted execs at the online service to put a process in place for a deal that will likely occur after AOL becomes an independent company in December.

AOL is set to spin itself off in less than a month from corporate owner Time Warner (TWX), and sources said selling off peripheral properties likes ICQ is part of becoming a smaller, more focused company.

Sources added that AOL now wants about $300 million for the property.

ICQ, which was once of the most explosive online communications tools, has lagged since AOL bought its popular software for $287 million in 1998, with another $120 million in earnouts for the team then. It was part of an Tel Aviv, Israel, start-up called Mirabilis.

While ICQ has about 40 million to 50 million unique monthly visitors and is the No. 1 messaging service in Germany, Russia, Ukraine, Israel and other small countries, its has less traction in the U.S. than bigger rival services from Microsoft (MSFT), Yahoo (YHOO) and Google (GOOG). In addition, Facebook and Twitter have also become major players in the status-update space.

AOL’s AIM service, in contrast, is quite strong, typically clocking as one of the top instant-messaging properties.

Said one source about the sale of ICQ, which is still based in Israel with about 100 employees and is moderately profitable: “AOL now has to be asking the hard questions.”

Those hard questions include massive layoffs, which BoomTown reported last week will take place soon. AOL then formally acknowledged the cuts, noting in a regulatory filing that Time Warner would take a $200 million charge for them.

Other AOL properties are also likely to be getting the once-over for sale, including its Bebo social networking site, which AOL bought for $850 million in 2008. But that is not imminent.

Quincy Smith, the high-profile CEO of CBS Interactive, is planning on leaving his job at the media giant in January to start an advisory firm in Silicon Valley, according to several sources.

But, in an interesting twist, Smith (pictured here) will remain an adviser to CBS (CBS) under a multiyear contract, sources added, making it his first client.

UPDATE: CBS confirmed the move BoomTown earlier reported, in a press release below.

Apparently, Smith will focus intently on video monetization, authentication and other digital issues for the company. CBS is calling it a “transition to a new role,” in its official statement.

CBS Interactive President Neil Ashe will take over Smith’s duties, but without the CEO title, which was a relatively new one for Smith.

CBS is television’s most popular network again this season and its interactive properties are among the top ten in aggregate in both traffic and video.

“I’m very pleased to extend our relationship with Quincy, who is one of the finest minds working in Interactive media today,” said Leslie Moonves, president and CEO of CBS Corporation, in a statement. “Quincy helped put CBS Interactive on the map and we are now a Top 10 presence in premium content.”

Said Smith: “It’s a huge honor to count CBS as my first client. In three years, this company has grown its Interactive profile immeasurably, and yet there is so much more to be done. I love CBS and its people and I look forward to working closely with them to help CBS become the premier video content company, regardless of platform or screen.”

MediaMemo’s Peter Kafka wrote in May about the possibility of Smith departing CBS, where he has worked since late 2006.

As Kafka wrote, Smith has long wanted to start a new media consultancy and has also wanted to return to Silicon Valley.

In fact, the man BoomTown has dubbed the “Energizer Bunny of the Web” was an early employee at Netscape Communications in the Web 1.0 heyday, tried his hand at venture capital and worked on tech deals for media banking firm Allen & Co.

At CBS during the Web 2.0 era, Smith has been aggressively guiding the company into a series of transactions, including the $280 million acquisition of Last.fm in 2007 and the $1.8 billion purchase of CNET last year.

Smith has also been involved with digital issues related to CBS’s strong television assets. He has championed–unlike other media giants–widely distributing CBS content online and keeping control of its advertising sales.

People close to Smith say he often talks of trying to emulate Dan Case, the late brother of AOL founder Steve Case and the former CEO of Hambrecht & Quist, one of the more influential among Silicon Valley investment banks during the first Web boom.

Sources said that the time has now come and that the move is expected to be announced very soon.

It is also likely that Smith’s top business development exec at CBS, Mike Marquez, will also leave to join him at the still unnamed firm.

BoomTown suggestion for a name: Q 3.0.

Here’s Smith in a cameo for a video spoof after he paid $5 million for Wallstrip, the funny business video site which has since been severely sidelined:

QUINCY SMITH SIGNS MULTI-YEAR ADVISORY AGREEMENT WITH CBS CORPORATION

CEO of CBS Interactive to Depart in January 2010 but Will Continue Working with Company on Video Content Monetization, Among Other Projects

CBS Corporation announced today that Quincy Smith, Chief Executive Officer of its CBS Interactive division, will transition to a new role with the company beginning January 2010 as he starts an independent advisory business. In this new role, Smith will advise CBS on strategies and opportunities for growth across the Company’s interactive businesses. Smith, who had led CBS Interactive since November 2006, will remain with CBS Corporation as the division’s CEO through the end of 2009. Neil Ashe will continue as President of the division.

Smith will continue to be closely involved in CBS’s initiatives related to next-generation monetization of video, including oversight of the Company’s effort to explore authentication as a new, additive method of distribution. He will also advise on partnering with technology companies to expand CBS’s interactive presence, as well as explore new growth opportunities related to content, services and applications.

“I’m very pleased to extend our relationship with Quincy, who is one of the finest minds working in Interactive media today,” said Leslie Moonves, President and CEO of CBS Corporation. “Quincy helped put CBS Interactive on the map and we are now a Top 10 presence in premium content. His entrepreneurial spirit and his passion for the business have helped this Company attract some of the most creative minds working in digital media. I know he will continue to be successful in all he’s yet to do, and we’re very happy to have Quincy working with us in this new role at CBS.”

“It’s a huge honor to count CBS as my first client,” said Smith. “In three years, this company has grown its Interactive profile immeasurably, and yet there is so much more to be done. I love CBS and its people and I look forward to working closely with them to help CBS become the premier video content company, regardless of platform or screen. I especially want to thank Leslie for his leadership and counsel, and for giving me this opportunity to continue working with CBS.”

Smith came to CBS Interactive in 2006, and in three years helped build a division that has become a top ten property in terms of worldwide visitors and video views. CBS’s acquisition of CNET in 2008 added industry-leading Web sites like CNET.com, GameSpot, TV.com, chow.com and BNET.com to a portfolio that had already included top ranking properties like cbs.com, cbssports.com and last.fm. Today, CBS Interactive sites span nearly every category of premium content on the Web, across news, sports and entertainment.

Previously, Smith was an executive with Allen & Company, where he was involved with multiple transactions and advised companies such as Comcast, Google and CBS. Prior to Allen & Company, Smith was a Founding Partner of The Barksdale Group, a venture capital firm. Previously, Smith spent five years at Netscape where he ran Investor Relations and Corporate Development and played a role in over 20 joint ventures, investments and acquisitions including Netscape’s ultimate sale to AOL. Prior to that, Smith was an investment banker for Morgan Stanley.

But wait. Wasn’t it Lehman that filed for bankruptcy just last week?

Yes, it was.

But as luck would have it, that sorry, sorry turn of events apparently had no effect on the $2.5 billion the bank set aside for staff bonuses. So, according to The Independent, Barclays, which is buying Lehman Brothers for $1.75 billion, plans to make good on those bonuses, though it has no obligation to do so.

Two-and-a-half billion. Plus whatever portion of that $39 billion they were given last year. And then there are the pay and severance packages. Lehman Brothers Chairman and CEO Richard Fuld Jr. made $34 million in 2007. He also banked $490 million from selling Lehman stock.

Such is the price of failure.

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