Yahoo leadership, betting it can stave off a challenge from activist shareholder Daniel Loeb of Third Point, has been stepping up efforts to name three additional new board members to replace directors that are leaving.

Yahoo has already named two of the five open slots — former Rovi CEO Fred Amoroso and LiveOps Chairman (and former CEO) Maynard Webb, who was once COO of eBay.

But now, the company is pushing harder to get the last three on board in light of Third Point’s ever-increasing proxy pressure.

Several sources said that Yahoo’s new CEO Scott Thompson has told people inside and outside the Silicon Valley Internet giant that the threat from Third Point, which owns almost six percent of the company, is not as worrisome as some think it could be.

Thus, Yahoo’s headhunting firm Heidrick & Struggles has been contacting a number of high-profile media players about joining the board, including former News Corp. execs Peter Chernin and Tony Vinciquerra, as well as former MTV head Judy McGrath.

Both Chernin and Vinciquerra, sources said, have turned down the prospect of joining the Yahoo board in the midst of a possible proxy battle, along with other massive changes taking place.

Yahoo has not yet been successful at landing the remaining directors.

Meanwhile, Loeb, via saucy letters and filings, has been aggressively making a case that Yahoo should add his alternate slate of directors, including former NBC head Jeff Zucker, to the board. He recently submitted preliminary proxy filing with the Securities and Exchange Commission.

That’s because his cursory discussions with Thompson have apparently led nowhere, causing him to also publicly call for Yahoo to pay more attention to Third Point’s board selections.

If Yahoo names more directors to replace outgoing ones, it will be a slap in the face to Loeb, followed by inevitable ground battle war for investor votes.

Yes, that too.

Here’s a video from the WSJ.com’s “Digits” online tech show I did on the topic:

Ms. McGrath, who began her MTV career 30 years ago as a copywriter in its promotions department, and has been CEO since 2004, will step down immediately. The company will not name a successor.

People close to Viacom and Ms. McGrath, 58 years old, say that she chose to resign and wasn’t forced out. As recently as last week, she had not decided whether to leave, one of those people said.

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For some reason, News Corp. (NWS) people (who also own this site), don’t like to use the word “newspaper” to describe their plans for the news…thing. But as earlier reports have detailed, the idea is to create a subscription-based digital news service, designed expressly for mobile platforms like Apple’s (AAPL) iPad and Google’s (GOOG) Android phones and upcoming tablets.

New York Post Executive Editor Jesse Angelo will oversee the service’s editorial role. And if you did call this thing a newspaper, you could call Clayman the publisher.

For now, Clayman’s old job will be handled by a group of his deputies, Viacom said in an internal memo announcing Clayman’s departure (but not his destination) last week. Jeremiah Zinn will continue to oversee product development, but will now also run the company’s mobile business; Jim Eadie is running mobile and app distribution deals. Tom Gorke will run online distribution deals.

I’ve asked Clayman and News Corp. PR reps for comment. If I hear back from them, I’ll update here.

UPDATE: Here’s the memo announcing Clayman’s departure that MTV Networks executives Judy McGrath and Rich Eigendorff sent out on Friday:

From: Office of Judy McGrath
To: Office of Judy McGrath
Sent: Fri Aug 20 11:49:47 2010
Subject: Greg Clayman

We want to share the news that Greg Clayman, our Executive Vice President of Digital Distribution and Business Development, has decided to leave MTV Networks for a new venture that will stretch the range of his considerable talent, energy, and imagination. One of our best and most beloved digital gurus, Greg’s a guy we’ll miss having around, but we wish him lots of luck and happiness in the future. We thank and salute him for building a great team and accomplishing so much in his time with us.

Throughout his tenure at MTVN, Greg worked hard to get our content launched on every new and relevant platform, and make our programming among the most widely distributed in the world. He was respected by all his colleagues for his innovative approach and collaborative spirit. But maybe his greatest legacy is the phenomenal people he put in place to forge partnerships and create opportunities across the digital landscape. Moving forward, Jeremiah Zinn, a strong leader and digital guru in his own right, will continue his oversight of Product Development, including our growing and important apps business, while also assuming leadership of our mobile business, with Jim Eadie continuing to run point on mobile and app distribution deals. Jeremiah will continue to report to Rich. Tom Gorke will continue to be our lead for online distribution deals, but he’ll do so as a member of Denise Denson’s team…strengthening the digital deal-making capability CDM delivers through agreements with partners like Netflix.

Throughout MTV Networks, we’ve been fortunate to have a deep bench in Digital, and it’s great to tap into that talent in an even bigger way. This realignment will allow us to keep moving forward without missing a beat, in a time when new opportunities come to us almost every day. It’s the right team at the right time, and we know they’ll work to capture those new opportunities, and ensure that our business evolves and grows well into the future.

But, here in the present, please join us in cheering for Greg and wishing him the best of luck as he transitions out of MTV Networks. He’s been a great champion of our digital story, an even greater champion of our brands, and, quite simply, a good friend.

Best,
Judy and Rich

I think we should cut off the heads of Adam, Michael (and perhaps Judy) and send them to Eric in a box wrapped in a printed copy of their latest term sheet. With a note that says “Before you respond–Remember our heritage–we are the people that brought you the Godfather.”

Dooley is referring to Adam Cahan, who was then an MTV Networks executive vice president; Michael Wolf, then MTVN’s COO; and Judy McGrath, who remains MTVN’s CEO. (And Google CEO Eric Schmidt, of course).

Yes, Dooley’s joking. I think he’s also confusing Jack Woltz with Luca Brasi, but whatever. He’s an MBA, not a cineaste.

But YouTube was a big deal for Viacom (VIA). Here’s MTV president Van Toffler in October 2006, when told that Google (GOOG) was about to buy YouTube and that MTV was making a last-ditch effort to muck up that deal: “He fuckin better–that’s an epic transaction that could harsh our collective buzz.”

Buzz harshed, Viacom tried negotiating an advertising deal with Google for about six months following the YouTube acquisition. And the breakdown of those talks is what lead to the lawsuit we’re looking at now.

Alas, I can’t find the actual “Godfather” clip on YouTube, which isn’t a surprise. But you can find plenty of homages:

Company officials say the cuts will be spread throughout the company–at all of the cable network properties, including MTV, BET, etc., as well as its Paramount movie studio–and will include international units. Anyone laid off will be paid through the end of the month, and severance will kick in after that.

Here’s the official release, followed by an internal email from CEO Philippe Dauman and CFO Tom Dooley, and a separate email from Judy McGrath, CEO of MTV Networks.

NEW YORK, December 4, 2008 — Viacom Inc. (NYSE: VIA and VIA.B) today announced restructuring plans designed to better align its organization and overall cost structure with evolving economic conditions. These changes include broad-based staffing reductions, which will be implemented across all divisions of the Company. This process will result in the reduction of Viacom’s workforce by approximately 7 percent, or 850 positions. The Company is also suspending senior level management salary increases for 2009. In addition, reflecting a comprehensive review of its operations, the Company will write down certain programming and other assets.

“Viacom’s outstanding brands, diverse revenue streams and global footprint all provide a significant and enduring foundation for future growth. The steps we have taken over the last two years, including those we are announcing today, have put us on very sound financial footing with a strong balance sheet and substantial cash flow. This affords us the flexibility to successfully deal with challenges while also capitalizing on the opportunities that inevitably arise in uncertain times.  We are committed to continuing this prudent course and aggressively managing our businesses for long-term growth.”

—–

Memo from Philippe Dauman and Tom Dooley:

Dear Colleagues:

Philippe and Tom

—–

Memo from Judy McGrath:

I’m sure you’ve read Philippe and Tom’s note, and I want to talk to you about what it means for MTV Networks–today and in the context of our overall mission and strategy going forward.

– Judy