Earlier today, I had reported that Yahoo Chairman Roy Bostock was stepping down.

He is, and the full letter he just released saying so is below.

Bostock did not say in the missive who will be Yahoo chairman in his place. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too. Among the current directors, that would leave Sue James, Patti Hart and newly installed Yahoo CEO Scott Thompson — or one of Yahoo’s new board members.

In the letter, Bostock outlined the departures of four board members and the addition of five more directors (two of which were just named); did a little back-patting of his recent efforts to turn Yahoo around (after presiding over the board that got the Silicon Valley Internet giant into this mess); noted that the Asian talks to sell Yahoo’s stakes there are proceeding (it’s coming!); gave Thompson a thumbs-up (go, Scott!); and delivered kudos to Jerry Yang, the co-founder who left only weeks ago.

“Working with Jerry was always a delight,” wrote Bostock.

(Me, not so much, I would guess! Bygones?)

All kidding aside, Bostock has been the subject of a lot of criticism about Yahoo’s troubles, both deserved and undeserved, most especially for the non-sale to Microsoft several years ago. Many, including activist shareholder Daniel Loeb most recently, have called for his resignation.

It has not been an easy job, to be sure, so it must be a bit of a relief for the longtime advertising exec, who serves on other prominent boards, to finally pull away from the Yahoo black hole.

So, who’s next?

One interesting line in the letter, which everyone already knew, was that none of the various bids from outside investors have passed muster.

Wrote Bostock: “We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders.”

Here’s the Bostock letter:

Yahoo! Releases Chairman’s Update for Shareholders

SUNNYVALE, Calif., February 7, 2012 – Yahoo! Inc (NASDAQ: YHOO), the premier digital media company, today released the following shareholder update from its Chairman Roy Bostock.
February 7, 2012

Dear Fellow Shareholders:

I write today to update you on the actions the Yahoo! board has taken, and the actions it is pursuing, to increase shareholder value and position the Company for growth. These actions result from a process I initiated about six months ago in a special meeting of the independent directors in which we analyzed the reasons why Yahoo! was not meeting either our own expectations or those of our shareholders.

The board decided then to move aggressively on three fronts to position Yahoo! for future success: one, we initiated a search for a new Chief Executive Officer with a vision and set of skills to lead Yahoo! into the future; two, we undertook a comprehensive strategic and structural review of the business; and three, we decided to assess the composition of the Company’s board of directors relative to its ability to enhance the prospects for Yahoo!’s future success. We have made progress on all three fronts.

First, and most importantly, we have appointed Scott Thompson as CEO to lead our company. Scott is a capable and dynamic leader who brings the experience and expertise the Company needs to achieve robust growth and success in the marketplace. Over the coming months and years, Scott will lead an outstanding team of Yahoos to deliver engaging user experiences driven by innovative products.

Second, we have made significant progress on the comprehensive strategic review which is overseen by the board’s Transactions and Strategic Planning Committee, chaired by director Brad Smith, the CEO of Intuit. The Committee’s guiding principle has been to assess alternatives which would increase value for all Yahoo! shareholders, and the Committee has been open to any transaction or initiative that would serve this objective.

As part of this review, we have pursued a wide range of discussions with potential partners. We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders. We are also in active discussions with our partners in Asia regarding the possibility of restructuring our holdings in Alibaba Group and Yahoo! Japan. The complexity and unique nature of these transactions is significant. While we continue to devote significant resources to these discussions, we are not in a position at this time to provide further detail or to provide assurance that any transaction will be achieved.

Finally, the board has concluded that in order to accelerate the Company’s transformation, the combination of a new Chief Executive Officer with an enhanced team of independent directors would provide Yahoo! with the expertise and perspectives necessary to drive innovation and growth going forward. Therefore, Mr. Joshi, Mr. Kern, Mr. Wilson and I have volunteered not to stand for re-election at the next shareholders’ meeting.

Furthermore, the board today elected two highly qualified independent directors, Alfred Amoroso and Maynard Webb, Jr. Mr. Amoroso served as President and CEO of Rovi Corporation until December 2011 and, among other positions, had previously served as the President, CEO and Vice Chairman of META Group, Inc., the President and CEO of CrossWorlds Software, Inc. and as a member of the world-wide management committee of IBM Corporation. Mr. Webb, the Chairman of LiveOps, Inc., served as that company’s CEO until July 2011. Prior to that, Mr. Webb was Chief Operating Officer of eBay and Senior Vice President and Chief Information Officer for Gateway, Inc., in addition to management, leadership and board positions at several other companies spanning his 30-year career.

The board continues its search for additional independent directors. This search is being led by director Patti Hart, CEO of International Game Technology, Inc., who chairs our Nominating and Corporate Governance Committee. We anticipate announcing additional directors to round out the board as soon as this process concludes.

Separately, as previously announced, Jerry Yang has resigned from the board of directors and other positions within the Company to pursue his many interests outside of Yahoo!. Working with Jerry was always a delight. He is a visionary and a pioneer who contributed enormously to Yahoo! since he co-founded the Company in 1995. He will be missed. The board thanks him deeply for his service and commitment to the Company.

Thus, following this year’s Annual Meeting a majority of Yahoo!’s directors will be new to the board this year, and all directors will have joined the board since 2010. We believe that this reconfigured board, with a fresh set of perspectives and diverse set of skills, will enable the Company to move forward even more aggressively.

It has always been a privilege for me to serve as Chairman of Yahoo!. The employees of Yahoo! remain the heart, soul, and future of the company. And with Scott Thompson leading them, they are the reason why I believe Yahoo! will create significant shareholder value over the coming years.

In September, this board moved proactively and decisively to improve the performance of the Company for the benefit of its shareholders. These actions could not have been accomplished without the support and active participation of each director on the board. For that, I thank them. And I thank them for the knowledge, expertise, talents and commitment they have brought to Yahoo!. We all take pride in the fact that we are positioning Yahoo! for success in the future. Yahoo! is an incredibly strong brand with formidable assets. I have every expectation that under Scott’s leadership, working together with the reconstituted board, the Company will thrive for many years to come.

Sincerely,
Roy Bostock
Chairman of the Board

According to sources close to the situation, Yahoo will announce the impending departure of four of its longtime board members, including chairman Roy Bostock.

The others headed out the door are Hewlett-Packard exec Vyomesh Joshi, Gary Wilson and Arthur Kern.

I had reported in several previous posts that this exact group of directors was leaving, and noted in one yesterday that it was about to happen, and that new board members were also on the way.

And, presto, it is so!

(Update: Yahoo confirmed all in a letter it just released from Bostock, which I have posted separately.)

Yahoo’s two new directors are former Rovi CEO Fred Amoroso and LiveOps Chairman (and former CEO) Maynard Webb, who was once COO of eBay (pictured, left to right).

Rovi does digital entertainment technology, while LiveOps offers cloud-based enterprise solutions.

The Silicon Valley Internet giant will also be adding three more board members, said sources, but those people are not confirmed as yet.

And it is not clear who will be chairman of Yahoo’s board, either. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too.

Sources said the news is coming after the markets close, with other updates, including: The news-free status of its ongoing strategery (the Asian deal is coming along — blah, blah, blah — but you read that here yesterday in much more detail); ladling praise on new CEO Scott Thompson (also formerly of eBay); and giving props to co-founder Jerry Yang, who stepped away from the board and from the company several weeks ago.

The moves by Yahoo are designed to thwart a possible proxy fight that might be coming from activist shareholder Daniel Loeb, who has been working on a board slate of his own.

It’s been hard for him, and also for Yahoo, to attract significant names to the board. The two new additions are solid tech execs, although certainly not high-profile appointments.

Yahoo declined to comment.

Here are their bios from the Rovi and LiveOps Web sites, if you want to know more:

Fred Amoroso is a member of Rovi Corporation’s Board of Directors.

Fred Amoroso is a member of Rovi Corporation’s Board of Directors. Fred Amoroso previously served as Rovi’s president and chief executive officer from July 2005 to December 2011. Prior to joining Rovi, Mr. Amoroso served as an advisor to Warburg Pincus, an investment firm from September 2004 to June 2005. From July 2002 to August 2004, Mr. Amoroso served as the president, chief executive officer and vice chairman of Meta Group, an information technology research and advisory firm. From October 1999 until its merger with IBM in January 2002, Mr. Amoroso served as president, chief executive officer and a director of CrossWorlds Software, Inc. Prior to CrossWorlds, Amoroso was a member of the world-wide management committee of IBM, was general manager of IBM Global Services Asia Pacific and held various other executive positions at IBM. Before joining IBM, Amoroso held various positions at Price Waterhouse, now PricewaterhouseCoopers, including lead technology partner.

Mr. Amoroso holds a B.S. in systems engineering and M.S. in operations research from Polytechnic Institute of Brooklyn.

As Chairman, Maynard brings almost 30 years of experience developing and leading high-growth companies to his role at LiveOps. From December 20, 2006 to July 18, 2011, Maynard was also LiveOps CEO. He joined LiveOps from eBay where he served as Chief Operating Officer. At eBay, Maynard directed engineering and technology operations, product development, customer support, trust and safety, global billing, human resources, and legal functions. Prior to eBay, Maynard was Senior Vice President and Chief Information Officer for Gateway, Inc. He has also held management and leadership positions at Bay Networks, Quantum Corporation, Thomas-Conrad Corporation and IBM. A respected member of the Silicon Valley technology community, Maynard sits on the boards of several successful companies, including Salesforce.com, Admob and Baynote. Maynard holds a Bachelor of Arts degree from Florida Atlantic University.

Yahoo filed the letter that Jerry Yang sent resigning from the board of directors, as well as all other positions at the company he co-founded 17 years ago.

(To liven it up, despite a vow to use fewer of them this year, I had to go with a LOLcat.)

It’s similar to the statement he made at the time of the departure earlier this week, and is unusually short given the importance of the move.

Here it is, penned to Yahoo Chairman Roy Bostock:

January 16, 2012
Roy Bostock
Chairman
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Roy:

I am writing to inform you that I hereby resign from the Board of Directors of, and all other positions with, Yahoo! Inc. effective January 17, 2012.

My time at Yahoo!, from its founding to the present, has encompassed some of the most exciting and rewarding experiences of my life. However, the time
has come for me to pursue other interests outside of Yahoo! As I leave the company I co-founded nearly 17 years ago, I am enthusiastic about the appointment of Scott Thompson as Chief Executive Officer and his ability, along with the entire Yahoo! leadership team, to guide Yahoo! into an exciting and successful future.

Sincerely
/s/ Jerry Yang
Jerry Yang

When you own a large chunk of a major Silicon Valley Internet company, it’s probably not a surprise that you want to come to the center of the tech world to have a look around.

But Yahoo — of which Third Point’s Daniel Loeb owns over five percent — is unlikely to get a visit from the activist shareholder, who is in California this week.

Several sources said he has contacted many former Yahoos and other tech execs for meetings in the Internet heartland to chitchat about digital issues.

And, of course, search for possible board members for an alternate slate of directors, in case he decides to wage a proxy fight against Yahoo.

The earliest nominations for directors can be submitted is February 24 for those “shareholder proposals not intended for inclusion in proxy materials and for nomination of director candidates,” according to Yahoo’s corporate bylaws on such matters.

Loeb then has a month after that to submit a competing slate. In addition, many of Yahoo’s major investors are mulling backing Loeb if he initiates a battle for control of the company.

But it’s not a definite move as yet. The New York-based investor has not decided whether he will take on a proxy fight, sources said, given he has yet to assess Yahoo’s new CEO, former eBay exec Scott Thompson.

Thompson was president of the online commerce site’s PayPal payments division.

But while there is a formal process, you will hear a lot of noise coming long before that, unless Yahoo gives Loeb board seats to quiet him down — which is unlikely but possible.

Such an ugly fight is not one Yahoo can afford to have, and it has already shown some cloddish sensibilities in its response to a recent letters by Loeb asking for the ouster of its Chairman Roy Bostock and co-founder and director Jerry Yang.

But given how badly the last Yahoo shareholder tussle with Carl Icahn went, another proxy battle could be deadly, and might drag on through the first half of 2012. In his Yahoo tussle, Icahn ultimately got three seats on the Yahoo board, but eventually went away with everyone the poorer.

And no one wants a replay of that.

Revolution Growth, a new investment vehicle led by former AOLers Steve Case, Ted Leonsis and Donn Davis, has raised $450 million in their first investment fund.

Originally, as I reported in March, the growth fund was going to be $400 million, but more was added due to investor interest.

The figure is a large one for a new venture and includes two dozen limited partners.

According to a letter to its partners, which I posted below in its entirety, Revolution said it will make 10 to 12 investments over five years in the consumer space of about $25 million to $50 million and mostly on the East coast, where its principals live and work.

The fund will focus on the “speed-up” stage — which is apparently just past venture stage and not yet in growth.

While both Leonsis and Case have done a lot of investing in the Web 2.0 space both together (Revolution Money) and apart (the Groupon and LivingSocial social buying sites, respectively), this is the first time the pair of well-known Web pioneers are creating a more formal investment partnership.

The pair are also investing $75 million of their own money in total in the Revolution Growth fund.

Revolution’s three partners said they will also be deeply involved with entrepreneurs at its companies.

“We are not just investors, but former CEOs and business builders who have the expertise and passion to be actively involved with the companies we back,” said the letter. “By making only a few investments each year, we will have the time to really help the entrepreneurs with whom we partner.”

Well, you can read about the Revolution Growth fund yourself here:

letter

I hate to use a personal story to make a professional point — but when I was in the hospital recently, after suffering from a mini-stroke, I got an important piece of health advice that, oddly enough, applies perfectly to Yahoo, the Silicon Valley Internet icon I cover very closely.

I know, I know, but listen up …

When I was close to going home, one of my doctors told me I had to make sure I paid attention to any signs that might indicate a recurrence. The issue around any possible future ischemic attack taking place, he said, is speed in getting critical care once any unusual symptoms become apparent, such as numbness, tingling, confusion and cognitive difficulty.

That’s because every second of delay translates to increased damage to cerebral cells that could badly impact speech, movement and worse.

“Remember,” the doctor intoned with great and very appropriate gravity. “Time is brain.”

Yes, indeed it is — for me, and also very much so for Yahoo these days.

Leaving aside my own mortality, one of the most important issues going forward for Yahoo’s long-hoped-for revival will be how quickly the company moves in the next month, in what has so far been a lugubrious and rumor-heavy process to figure out its strategic plan in the wake of the firing of CEO Carol Bartz in early September.

That means — going into a major holiday season — Yahoo has about 30 working days to make what has to be a complex and multiparty deal. It is likely to include private equity firms, big companies, Asian partners, investment bankers, major shareholders and scrutiny from the media, in an effort that is approximately akin to herding cats.

This from a board that has often moved with snail-like reflexes in the midst of much more minors crises, and has shown a talent for disaster.

So, while speed is sometimes the enemy of reason, in this case, it is now more necessary than ever before.

There are three key reasons why Yahoo’s leaders have to perform quickly now, each of which could spell even more turmoil for the long-troubled company, if botched.

The first is the possibility — actually, the probability — of a proxy fight that might begin informally just after the new year.

That’s when you could start hearing from someone like activist shareholder Daniel Loeb of Third Point — who has been vocal about ousting Yahoo board members, including co-founder Jerry Yang. Yahoo directors are fully aware that he is eyeing this ugly option, which will include readying an alternate slate of directors.

According to a Yahoo spokeswoman, the earliest nominations for directors can be submitted is February 24 for those “shareholder proposals not intended for inclusion in proxy materials and for nomination of director candidates.”

But while there is a formal process, you will hear it coming long before that, unless Yahoo gives Loeb board seats to quiet him down — which is unlikely but possible.

Such a noisy fight is not one Yahoo can afford to have, and it has already shown some cloddish sensibilities in its response to a recent letter by Loeb — who has many more shares than Yang, and should still be accorded a certain amount of respect, no matter what he says.

Given how badly the last Yahoo shareholder tussle with Carl Icahn went, another proxy battle could be deadly, and might drag on through the first half of 2012. In his Yahoo tussle, Icahn ultimately got three seats on the Yahoo board, but eventually went away with everyone the poorer.

Second, Yahoo will report its fourth-quarter earnings in late January, which will likely continue to show weakness in key sectors of its business. While interim CEO Tim Morse is doing a laudable job given the shaky circumstances, drops in advertising revenue growth, engagement and search are not anything Yahoo can keep making excuses for.

While it is likely the company’s beleaguered operating execs will pull out the stops to make the numbers look better — a new game I like to play is “how many homepage ads can they jam in there at the quarter’s end?” — it’s no panacea for the kinds of dramatic and even drastic changes that new ownership will have to make, sooner than later.

And, speaking of beleaguered, perhaps the most important reason that Yahoo has to get the lead out and clarify its situation is due to one consistent thing about the company: Talent attrition and employee fatigue.

Speaking to one exec after another in recent weeks, it is dead clear that Yahoo is increasingly hard-pressed to hold on to the best of its current employees, or to attract any terrific new ones.

The impact on product innovation, morale and more is obvious.

One exec who has long been one of the more cheerleader types for Yahoo — often calling me out in the past for being too negative on the company’s prospects — has recently turned weary, cynical and even depressed about the future — so much so that I now find myself bucking up the worker.

“You can’t hire anyone, since you can’t tell them honestly who their bosses might be in three months,” said the staffer. “And you can’t look anyone who works for you now in the eye and tell them it will turn out right in the end, either, given the track record so far.”

Indeed. And, more than any other factor that could hurt Yahoo in the competitive tech sector, brain drain is what will always get you in the end.

As I reported earlier today, social gaming giant Zynga has posted another filing with the Securities and Exchange Commission.

That includes Chief Business Officer Owen Van Natta stepping out of an operational role and forfeiting shares in the process. To be exact: That will be 4.6 million options and close to 800,000 restricted stock units.

All of the details are in his transition letter in Zynga’s massive new S-1, which is in exhibit 10.12 to the amendment filing.

I would start at page 119, but to summarize: Van Natta is keeping all the vested stock options and restricted stock units, currently more than two million stock options that are already vested and another 936,000 RSUs (Zynga calls them ZSUs) already vested. He also has another 750,000 shares that will continue to vest due to his board position.

But, because he is no longer an employee, he is forfeiting all his unvested employee stock options and RSUs. Although it does seem like a lot, this is typical in such cases.

I need to go to lunch, so just read it for yourself:

ZYNGAINC-20111117-S1A-0

Third Point’s Daniel Loeb — the smack-tastic hedge fund manager who has bought up a 5.23 percent stake in the Silicon Valley Internet giant and has been hitting some of Yahoo’s board upside the head with those shares ever since — is now taking aim at its co-founder and director Jerry Yang. Loeb wants him to step down as a director due to conflict of interest.

Loeb also reiterated his threat of a proxy fight to get control of the board. In fact, sources in Silicon Valley said he has already been reaching out to potential alternative board members.

In a previous 13-D filing with the Securities and Exchange Commission, Loeb had backed Yang against Yahoo Chairman Roy Bostock.

But that’s all over. Reports have surfaced that Yang has been trying to get a private equity firm to back a plan that would keep him and current management in charge of the company.

In a new letter to the Yahoo board today, Loeb said that Yang’s attempt amounts to cronyism and self-dealing.

Wrote Loeb, in part:

We are deeply concerned by news reports that you are considering a leveraged recapitalization that will allow private equity firms to gain substantial equity positions that will, when combined with Jerry Yang’s and David Filo’s ownership, effectively establish a controlling position in Yahoo. More troubling are reports that Mr. Yang is engaging in one-off discussions with private equity firms, presumably because it is in his best personal interests to do so. The Board and the Strategic Committee should not have permitted Mr. Yang to engage in these discussions, particularly given his ineptitude in dealing with the Microsoft negotiations to purchase the Company in 2008; it is now clear that he is simply not aligned with shareholders. At a bare minimum, Mr. Yang must declare whether he is a buyer or a seller — he cannot be both. If we are correct and he is effectively a buyer, corporate ethics require him to recuse himself from any further discussions on behalf of the Company. He should also be requested by the Company to promptly leave the Board and join Mr. Filo in solely an operating capacity.

Loeb is also demanding two seats on the board; in fact, the ones he hopes will be vacated by Bostock and Yang.

While it is likely the Yahoo board will try to minimize the Loeb letter, which is below in its entirety, other shareholders hold the same opinion of the prospects of the same-old-same-old staying on at Yahoo.

“Nothing can excuse such an action, and shareholders will not be bought off with a dividend of our own money while value is destroyed,” wrote Loeb, channeling a lot of others I have spoken to about a Yang insider deal.

Here is the full letter, Yahoo’s tiresomely typical (and borderline fibbish — but I will get to that later) rejoinder, as well the the new 13-D filing by Loeb:

Third Point LLC Letter to Yahoo! Inc. Board of Directors

NEW YORK — (BUSINESS WIRE) — Third Point Requests Two Yahoo Board Seats, Demands Yang’s Resignation from Board, and Opposes Reported Negotiations for “Sweetheart” Deal with Private Equity Firms

About Third Point LLC: Third Point is an investment firm headquartered in New York, managing $8.0 billion in assets, including a London Stock Exchange listed closed-end fund. Founded in 1995, Third Point follows an event-driven approach to investing globally.

Board of Directors
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Dear Members of the Board of Directors:

As you are aware, Third Point LLC (“Third Point”) manages investment funds that are, collectively, the second largest shareholder of Yahoo! Inc. (“Yahoo” or the “Company”).

We are deeply concerned by news reports that you are considering a leveraged recapitalization that will allow private equity firms to gain substantial equity positions that will, when combined with Jerry Yang’s and David Filo’s ownership, effectively establish a controlling position in Yahoo. More troubling are reports that Mr. Yang is engaging in one-off discussions with private equity firms, presumably because it is in his best personal interests to do so. The Board and the Strategic Committee should not have permitted Mr. Yang to engage in these discussions, particularly given his ineptitude in dealing with the Microsoft negotiations to purchase the Company in 2008; it is now clear that he is simply not aligned with shareholders. At a bare minimum, Mr. Yang must declare whether he is a buyer or a seller — he cannot be both. If we are correct and he is effectively a buyer, corporate ethics require him to recuse himself from any further discussions on behalf of the Company. He should also be requested by the Company to promptly leave the Board and join Mr. Filo in solely an operating capacity.

In our view, a leveraged recapitalization makes no sense and its only purpose would be to put substantial equity stakes into friendly hands to entrench management and transfer effective control without payment of a premium or even, it appears, a shareholder vote. Nothing can excuse such an action, and shareholders will not be bought off with a dividend of our own money while value is destroyed.

Moreover, such a transaction would undermine the basic tenets of free markets, including democratic voting, accountability and fairness. We do not blame our friends at the private equity firms rumored to be involved for trying to get the best deal possible for their investors; we have great respect for these firms and their leaders — Jim Coulter of Texas Pacific Group, Jonathan Nelson of Providence Equity Partners, Glenn Hutchins of Silver Lake, Henry Kravis of KKR and Stephen Schwarzman of Blackstone. However, we at Third Point are also in the value-maximizing business. We will not tolerate any transaction which appropriates for insiders opportunities that duly belong to current Yahoo shareholders. However, we would welcome the prospect of any of these firms’ presence on a reconstituted Yahoo Board of Directors and work on a long-term strategy for the Company should it be necessary for us to pursue a proxy contest next year.

If you, as board members, undertake the current course of action, Third Point will hold you personally responsible for such a flagrant violation of your duty of loyalty. Any transaction with a third party who assists members of management and the board in protecting their jobs, and/or involves the effective sale or transfer of control without payment of a control premium, will likewise be subject to scrutiny.

Given the Board’s inability — or perhaps unwillingness — to properly solicit true strategic alternative bids, let alone to negotiate them, Third Point demands that we be awarded two board seats — those created by the vacancies of Chairman Bostock and Mr. Yang, or two newly-created ones. We are prepared to assume these positions immediately.

Sincerely,

Daniel S. Loeb
Chief Executive Officer
Third Point LLC
390 Park Avenue
New York, New York 10022

Yahoo’s Board of Directors’ objective is, and always has been, to serve the best interests of all the company’s shareholders. The Board’s comprehensive strategic review is being properly managed for the benefit of all shareholders and is guided by outside counsel for the independent directors and investment bankers retained separately by the Board. The Board of Directors (eight independents and Mr. Yang) controls the strategic review process and has directed its Transactions and Strategic Planning Committee (comprised of four independent directors) to manage the process day-to-day and report regularly to the Board.

News reports based on rumor and speculation are just that. The Board’s comprehensive strategic review process is still underway, with a wide range of options under active consideration. We can assure all Yahoo shareholders that whatever the outcome of the strategic review process may be, it will serve the best interests of all the company’s shareholders.

Mr. Yang is one of 9 directors with the exact same fiduciary duties and motivation as all of his fellow directors — to serve the best interests of all the company’s shareholders. The Board and the Transactions and Strategic Planning Committee initiate, direct, and oversee any work Mr. Yang undertakes in relation to the strategic review process.

YHOO-20111104-SC13DA-0

Groupon amended its public offering documents today, in a new filing with government regulators, in which it once again changed its accounting treatment.

That includes the way it measures revenue, which will now be reported excluding the money it pays out to merchants.

Some felt the “gross revenue” figure — a term for what are actually gross billings — was not reflective of Groupon’s true performance. It will now use net revenue.

Said the company in the current amended filing, its third:

“We consistently have stated that the amount we retain — rather than bill or collect — from the sale of Groupons is the key measure of the value we create. This change in presentation is consistent with that belief.”

Okkkkaaaay, whatever you say, but the change was requested by the Securities and Exchange Commission.

In its second amended filing, Groupon dropped its controversial “Adjusted Consolidated Segment Operating Income,” or ACSOI, metric, which excluded key marketing costs.

In its first amended filing, it told investors to ignore statements made by its Chairman Eric Lefkofsky and also made more accounting clarifications.

In the current changes, Groupon also posted the controversial letter to employees — first published here — that CEO and co-founder Andrew Mason wrote to strike back at the Chicago-based social buying network’s critics. Many felt the missive violated the quiet period before an IPO that companies are required to maintain.

And Groupon has been anything but quiet, as it advances and retreats to its Wall Street road show, which has been delayed and then not delayed (and might still be delayed, but who knows?).

Also today in its noisy goat rodeo: COO Margo Georgiadis is headed back to Google after arriving in April.

I guess things did not work out.

Lastly, the new filing also has added a new metric for “cumulative repeat customers,” showcasing how many customers have bought a Groupon offering more than once. That number is over 12 million.

Here is the full new S-1 filing to peruse and pick apart:

GRPN-20110923-S1A-0

In a blog it just posted, Groupon said its recently hired COO, Margo Georgiadis, “has decided to return to Google (her former employer) in a new role as President, Americas.”

She was only hired in April, just months before the company filed to go public. Georgiadis was previously VP of Global Sales at Google.

(Interesting way to get a better title at the search giant, Margo!)

Georgiadis was in charge of the company’s global sales, marketing and operations at the Chicago-based social buying service.

Sources said that the hiring did not gel on either side.

It might not be Georgiadis’ fault. She replaced Rob Solomon, who was in his job for one year.

And here’s another: PR hire Brad Williams, a longtime Silicon Valley communications exec, who was there and then gone in what felt like 23 minutes.

It seems Groupon does not like Silicon Valley types or, perhaps, vice versa.

Since its IPO filing, in fact, it feels as if it has been a non-stop circus disaster at Groupon.

That has included immense controversy about its sketchy accounting, huge slugs of venture funding going to its founders and a lot of worries about its growth.

Today, in a Friday late afternoon dumping of bad news in hopes that no one notices (I do), Groupon also amended its S-1 public offering filing once again to change revenue metrics and also add a controversial internal letter that CEO and co-founder Andrew Mason sent to employees to counter its many and growing critics.

There appear to be many more shoes dropping soon, said sources, so stay tuned.

Until then, here’s the whole and very terse — for Mason — post:

Update on the Groupon Team

As a fast-growing company, we’ve done a lot of hiring this year, including on our senior executive team. Since the beginning of this year, we’ve made a total of 8 additions — that’s 57% of the total executive team. It would have been great if I could say that we batted 1,000%, but that’s rarely the case; after five months at Groupon, Margo Georgiadis, our COO, has decided to return to Google (her former employer) in a new role as President, Americas.

We’ve built a fantastic team that has proven itself highly capable, so this change won’t have an impact on operations. In fact, we are using it as an opportunity to reorganize in a way that reflects our evolving strategic priorities. Sales, Channels, International, and Marketing will now report directly to me.

Here’s a note from Margo: “Groupon is a great company and I feel privileged to have worked there even for a short time. It was a hard decision to leave as the company is on a terrific path. I have complete confidence in the team’s ability to realize its mission.” We wish her well.

And you thought former Yahoo CEO Carol Bartz could lay into the Yahoo board with some zingers, including the not-used-enough “doofuses” insult.

Time to meet Third Point’s Daniel Loeb, the smack-tastic hedge fund manager who has bought up a 5.1 percent stake in the Silicon Valley Internet giant and has been hitting the company upside the head with those shares since last week, on a seemingly daily basis.

Actually, twice yesterday — in a morning letter he filed with regulators, and then at an afternoon investor conference.

After trying to entice Yahoo co-founder Jerry Yang into throwing Chairman Roy Bostock under the bus, and noting in the letter that Bostock hung up on him in a recent phone call, Loeb told the attendees at the Delivering Alpha conference in New York that “no one wants to work with these clowns on the [Yahoo] board.”

Also that “Yahoo had one of the most horrendous management teams” that Loeb had “seen in 16 years.”

Also that Yahoo “has the same crappy interface and the same stupid logo” since 2004.

Other than that, Mr. Loeb, how is the Internet site?

Here is Loeb’s latest filing to see for yourself:

loebsec

A range of major players interested in acquiring all or a large piece of Yahoo have been prepping possible bids and have been in touch with the Internet giant’s board over the last several days.

While Yahoo has publicly said it was not for sale, according to numerous sources both inside and outside the company, it has been receptive to the interest and its Chairman Roy Bostock and Co-founder Jerry Yang have spoken to several.

Among the possible players: Silicon Valley venture firm Andreessen Horowitz, which is working with private equity firm Silver Lake, in a deal that also might include Russia’s DST Global and Yahoo’s Japanese partner Masa Son; former News Corp. exec Peter Chernin, who is partnered with Providence Equity Partners; and the possibility that Yahoo’s Chinese partner, Alibaba Group, might consider entering the fray in what could be a reverse merger of sorts.

Also being rung up by some of the parties: Microsoft — Yahoo’s advertising and search partner — which is being seen as a possibly moneybags in any deal.

The movement among these investors is against a backdrop of increasing pressure for Yahoo’s board, after it fired CEO Carol Bartz last week. In the wake of the dramatic move, shareholders have upped criticism of Bostock and the board and have been looking hard for alternatives.

Today, that included hedge fund investor Daniel Loeb of Third Point, which has a 5.1 percent stake in Yahoo. In a filing this morning, he said he might increase that amount, and described a testy hour-long phone call he had earlier this week with Bostock that ended abruptly with a hang-up from Yahoo.

Sources said Loeb called Bostock a “fool,” among other not-so-nice names, on the call and asked for Yang’s help in dumping him.

This comes as exactly no surprise, given his previously strong letter in which Loeb called for Bostock’s ouster.

Loeb has been calling out Bostock — who is also on the boards of Morgan Stanley and Delta Airlines — for a series of gaffes at Yahoo since he became chairman in 2008 (he’s been on the board since 2003).

Those have included: Yahoo’s bungled effort to stave off a takeover by Microsoft several years ago; the too-long enthusiasm for Bartz, who was hired in early 2009 and fired last week; sitting unusually still as competitors such as Facebook, Google and more have out-innovated and outgrown Yahoo; and, of course, the falling knife of a stock, which has dropped precipitously since Bostock has been in charge of the board.

As Loeb wrote in a letter he sent to the company last week:

“It is time that certain members of this Board were held accountable for its past failures and their individual roles. Accordingly, we insist that Mr. Bostock, who championed Ms. Bartz’s hiring and led the charge against the Microsoft deal, promptly resign from the Board.”

Loeb is likely to add to that later today at a high-profile investor conference in New York, where the colorful but tough-talking investor is sure to add more logs to the fire.

But it not only him. Other major shareholders of Yahoo are also in touch with possible outside buyers, seeking a change at the long-troubled company, after its shares have remained in the doldrums, its attrition rate of employees has spiked and its product pipeline has slowed to drip.

This has all been taking place — of course — during one of tech biggest and most innovative booms, in which Yahoo competitors have grown strongly.

Enter Marc Andreessen, the well-known entrepreneur who has transformed himself into one of Silicon Valley’s most powerful venture capitalists.

He and his partner Ben Horowitz recently pulled off another similar deal — with Silver Lake — to take control of a then-troubled Skype. They later flipped it to Microsoft for a large return.

Sources familiar with the situation said the pair have become increasingly intrigued by the situation at Yahoo and believe that its assets and brand are still strong, despite its management turmoil in recent years.

One problem is the huge cost of almost any kind of takeover and also the complexity, given much of Yahoo’s $18.5 billion valuation is due to its Asian assets.

The sale of those shares, as well as the selling off of some of Yahoo’s less core properties, makes for a very complicated situation for anyone.

Said one person looking at the company: “It is one of the more massive hairballs around.”

That is a common sentiment among many of those looking at Yahoo, which has hired Allen & Co. to manage the process.

Also of worry is a bid that would include too many players. Yahoo has long been plagued by indecisiveness on the part of its execs and, mostly, its board.

But one thing all the possible buyers of Yahoo, as well as an increasing number of its shareholders, agree on: The Yahoo board needs a major shake-up.

As Loeb wrote last week, which many I interviewed also echoed:

“This letter details our principled demands for sweeping changes in both the Board of Directors (the “Board”) and Company leadership, and outlines the hidden value of Yahoo, which has been severely damaged — but not irreparably — by poor management and governance.”

But it didn’t go on for long in the case of David Einhorn’s high-profile hedge fund Greenlight Capital, which today dumped an investment it made earlier this year in Yahoo on high hopes of the value of the Internet giant’s stake in China’s Alibaba Group.

That was before the ugly public fight Yahoo got into with Alibaba over its Alipay payment unit and especially with its voluble CEO Jack Ma.

In a letter to investors, Einhorn (pictured right) said the kerfuffle, which has hit Yahoo’s stock hard, “wasn’t what we signed up for.”

Yahoo shares are down just below two percent today and are now at $15.52 each.

Einhorn said in the letter that his fund had “a modest loss” in Yahoo, which sources said was about $20 million.

Einhorn had bought less than .65 percent of Yahoo, or about 8.5 million shares in March, which he said was due to his feeling that the company was undervalued with regard to its Asian assets.

Said Einhorn at the time: “We would not be surprised if YHOO’s 40 percent stake in Alibaba Group alone was ultimately worth YHOO’s entire current market value.”

Fast forward to today:

“The Partnership bought Yahoo! (YHOO) earlier this year based on a sum of the parts analysis, which included putting substantial value on its Chinese assets. Shortly after the purchase, the value of the Chinese assets came into doubt as the CEO of the Chinese unit hived-off a valuable subsidiary into a corporation that he personally controls. From there, the finger pointing started in every direction. This wasn’t what we signed up for. We exited with a modest loss.”

Here’s the full Einhorn letter, which appeared on zerohedge.com:

Qlet2011-02

With its annual meeting this coming Thursday, you’d think Yahoo CEO Carol Bartz would be taking a rest.

Not so!

She has been a regular Carmen Sandiego, in fact, jetting to Yahoo hotspots around the globe from Dubai to Milan to New York and then back to Yahoo’s Sunnyvale, Calif., HQ.

As do Yahoos, I get most of the Friday emails she sends out, but I usually don’t bother to post them.

That said, I liked the can-do tone of this one, shades of Bartz early in her term, even in the face of a stock price that’s dropped almost eight percent this month to close at $14.69 on Friday.

(To be fair, the shares of Google are down by a little more in the same time, although its CEO Larry Page seems to prefer to remain holed up in his digital cave in Mountain View and lick his stock wounds.)

No matter, as Bartz writes, it’s nothing a little retail therapy can’t fix!

I myself am off on an international biking vacation in Ireland next week, so while I am gone, please enjoy Carol’s letter to Yahoos:

Last week was a crazy one -– Dubai and Milan in five days! You may not know it, but the Middle East and Italy are two of our hottest markets in the EMEA region (and I do mean hot — it was 114 Fahrenheit and very humid in Dubai — I thought I was going to melt!).

First on the itinerary was Dubai, where I met with government officials, advertisers, the media, and our awesome Yahoos there.

I kicked things off Monday with the Deputy Ruler of Dubai, Shaikh Maktoum Bin Mohammed Bin Rashid Al-Maktoum. Turns out he is a BIG Yahoo! fan. He told me that he’s on our sites every day to check the latest news and sports headlines. It makes sense — we’re huge in the Middle East and North Africa. Since we acquired Maktoob a year and a half ago, we’ve grown from 30 million to 53 million users. That’s impressive in a region with more than 70 million people online today.

We’re tops in entertainment with omg! Arabic, and with our women’s lifestyle site, Helwa. And we’re a strong #2 in News, thanks in part to our new Arabic homepage that launched six months ago. Already, it’s our fourth most popular homepage in the world — right behind the U.S., India and Taiwan. Meanwhile, Yahoo! is #1 in the Middle East and North Africa for display advertising with 40% market share.

Then on Wednesday it was off to Milan, where I visited with advertisers and our passionate Yahoos there. (I love that our Italian headquarters also happens to be located in one of the fashion capitals of the world — so convenient! An hour of retail therapy goes a long way).

We are winning it Italy. In a business review, our folks called themselves the Yahoo! “Italian Racing Team,” and I believe it. They’re firing on all cylinders. The country boasts some of the highest engagement numbers for us in the EU. We reach 66% of the online population in Italy. We’re top three in seven content categories, and #1 in four of them: Mail, News, Answers and Flickr. Plus, these #1 sites are growing faster than the market. And on the ad side, May was a record month for our display advertising in Italy — we’re taking share while growing revenue.

Throughout my trip to Italy and the Middle East, one thing came through loud and clear: Our local teams are able to execute and grow user engagement more quickly than ever before. This is thanks, in large part, to the great work of our Products org.

Take, for instance, our new Yahoo! Publishing Platform (aka LEGO). Our editors have put it to good use on our Italian Movies site. We’ve seen a 90% increase in page views, and a 60% increase in users. And that’s just in the first three weeks! This is exactly what we’ve been working so hard on for the past two years. We’ve completely re-architected our infrastructure, and it’s incredibly satisfying to see it pay off in so many parts of the world.

After all that fun, I headed back across the Atlantic and spent two good, solid days covering a lot of business in the Big Apple — press, investors, agencies and Yahoo! Sales leaders. Then it was back here to Sunnyvale for CEO staff meetings and a great “Coffee with Carol” with 30+ Yahoos.

I’m off to have a good weekend, hope you do too — especially you Dads on Father’s Day!

Carol

Yesterday, AOL’s Huffington Post Media Group got into hot water after the top editor at its Moviefone unit sent a memo to freelancers it was in the midst of firing, offering them an opportunity to “contribute as part of our non-paid blogger system.”

Today, that exec–Moviefone Editor-in-Chief Patricia Chui–was fired by the company, which is in the midst of drastically rejiggering its stable of writers.

Many of those were freelance bloggers under contract to AOL, who are now getting the boot in favor of reallocating staff back to largely paid journalists.

Thus came the controversial email from Chui, which read, in part:

“We will, indeed, be moving away from a freelancer model and toward one relying on full-time staffers. Sometime soon-–this week, I believe–-many of you will be receiving an email informing you that your services as a freelancer will no longer be required. You will be invited to contribute as part of our non-paid blogger system; and though I know that for many of you this will not be an option financially, I strongly encourage you to consider it if you/d like to keep writing for us, because we value all of your voices and input.”

Oh dear. Really, oh dear, especially since the Huffington Post has had its own share of controversies over not paying some bloggers (although it never quite ever offered up a doozie that this letter was).

Sources said Chui was terminated by John Montorio, the HuffPo Media Group’s culture, entertainment and lifestyle editor. Arianna Huffiington is head of all content at AOL, which recently paid $315 million to buy the Huffington Post.

Since she took over, Huffington has tried to stress a return to journalism over more algorithmic content creation. The unloading of its freelance writers was part of that effort.

Thus, Chui’s missteps did not help matters.

But it was not the first time recently that she had made an ill-advised editorial judgment.

Sources said the firing is also due to an incident several weeks ago, in which Chui appeared to defend a marketing employee who sent an email to TechCrunch writer Alexia Tsotsis, asking her to soften a review of “Source Code” due to studio relationship considerations.

AOL bought TechCrunch, a well-known tech news site, last fall. At the time, its CEO Tim Armstrong promised editorial independence and no meddling over advertising concerns.

Instead of taking this minion to task, on Moviefone’s own blog Chui said, in part:

“The reality of our situation is that, as a movies site, we work with movie studios every day, and it is in our best interests to stay on good terms with them. Staying on good terms with studios means that we will relay information if asked. It does not mean that we would ever force a writer or an editor to edit their work for the sake of a studio–or anyone else.”

Even with the last line, it is not exactly a profile in courage, because it was clear violation of the traditional separation of church and state in force at most media organizations.

Typically, editors are supposed to come down on any such communication. That has certainly been my experience in journalism over the years at the Washington Post and Dow Jones–including during its News Corp. ownership. In fact, I have often been shielded from such requests to pass such complaints onto me and only found out much later of advertiser discomfort about my reporting.

At the time, TechCrunch quite clearly called for Chui’s firing and that happened today.

Here is Chui’s full memo to freelancers, as well as the one about TechCrunch, neither of which were apparently cleared with higher-ups:

From: Chui, Patricia
Sent: Tuesday, April 05, 2011 11:26 AM
To: MoviefoneWriters
Subject: Moviefone/Cinematical–Status of Writers

Dear Moviefone/Cinematical Writers,

I know there’s been a lot of uncertainty regarding the future of freelancers and your status as a writer for the site. I personally apologize for the lack of communication, but I’ll tell you what I can.

We will, indeed, be moving away from a freelancer model and toward one relying on full-time staffers. Sometime soon–this week, I believe–many of you will be receiving an email informing you that your services as a freelancer will no longer be required. You will be invited to contribute as part of our non-paid blogger system; and though I know that for many of you this will not be an option financially, I strongly encourage you to consider it if you’d like to keep writing for us, because we value all of your voices and input.

Some of you have indicated interest in applying for full-time writer and editor positions, and the status of those positions are also part of discussions that are ongoing right now. I cannot at this point, however, tell you how many positions there are, or what the exact nature of those positions will be.

Despite the move toward a full-time staff vs. freelancer model, I’m told that there will be room for “exceptions”–for example, in the cases of writers who specialize in certain subjects. Again, what these exceptions are for Moviefone, and what the budget for them would be, is still being discussed.

As for Cinematical, the resignation of Erik Davis is certainly a loss. But I am continuing to have conversations with the editorial leadership here, and I am hopeful that we will still be able to maintain the Cinematical brand and voice going forward. Again, I will share with you any pertinent information as I have it.

In the meantime, those of you who already have assignments, please do continue to work on them unless you hear otherwise. If you’re uncertain of the status of your assignment, check with me. It may take me a while to get back to you, so please be patient–but I will respond.

I am sorry that I don’t have more specific details to give you, but I promise that I’ll keep you as well-informed as I possibly can. Don’t hesitate to reach out if you have questions or concerns.

Best,

patricia

By now you may have read the recent post in TechCrunch regarding that site’s SXSW coverage of the film “Source Code.” A representative from Moviefone, who set up the interview with Summit Entertainment, received some feedback from the studio and passed it along to TechCrunch (our sister site here at AOL). That email has now caused something of a Internet kerfuffle.

Here is the email–reprinted in the post–that was sent to the TechCrunch writer.

Hey Alexia,

Hope you’re having a good time at SxSW and that it’s not been too crazy busy for you!

First wanted to thank you for covering Source Code/attending the party, etc. But also wanted to raise a concern that Summit had about the piece that ran. They felt it was a little snarky and wondered if any of the snark can be toned down? I wasn’t able to view the video interviews but I think their issue is just with some of the text. Let me know if you’re able to take another look at it and make any edits. I know of course that TechCrunch has its own voice and editorial standards, so if you have good reasons not to change anything that’s fine, I just need to get back to Summit with some sort of information. Let me know.

Thanks!

TechCrunch’s issue with Moviefone is that by sending this email, we, in their words, “asked us to change our post. It’s not just sad, it’s wrong.”

I wanted to take this opportunity to clarify a few things.

1) The person who wrote that email was not acting in an editorial capacity. That person’s job is to act as an intermediary between the studios and editorial–not to dictate content, nor to weigh in on the content of Moviefone or any other AOL site. In fact, the presence of a person with that role is just one means we have of ensuring editorial integrity on Moviefone.

2) This is important: We never told TechCrunch to change the post in any way. A publicist at Summit reached out asking if we could convey the studio’s feedback to TechCrunch. We did so. If the editors had responded that they declined to edit the post–which, naturally, is entirely their call–we simply would have conveyed that information back to Summit.

The reality of our situation is that, as a movies site, we work with movie studios every day, and it is in our best interests to stay on good terms with them. Staying on good terms with studios means that we will relay information if asked. It does not mean that we would ever force a writer or an editor to edit their work for the sake of a studio–or anyone else.

We take editorial integrity seriously at Moviefone, and it’s painful to be depicted as a pawn of the studios when that is emphatically not the case. You may think it unseemly for a studio to request changes in an article; that’s certainly your right. But the accusation of pandering on our part or crossing an editorial line is, to my mind, completely unfair, and I would hope that a reasonable reader would be able to recognize the situation for what it is–overblown and unwarranted.

Patricia Chui
Editor-in-Chief, Moviefone

A panoply of big media giants sent a cease-and-desist letter today to Zite, the Apple iPad news reader app.

The Washington Post, AP, Gannett, Getty Images, Time, Dow Jones and many other media organizations were part of the action, which you can read all about below.

Zite bills itself as a “personalized iPad magazine that gets smarter as you use it.”

Not smart enough, it seems, to avoid copyright complaints from the content creators the app sucks in.

“The Zite application is plainly unlawful,” said the letter to Zite CEO Ali Davar, noting all kinds of copyright violations.

In a phone interview with BoomTown this afternoon, Davar said Zite would comply with the letter by shifting the content from its “reading” mode to a Web one, which points to publisher sites.

“It’s a bummer that they did this, but we expected it,” he said.

In a comment he posted below, Davar also wrote:

“Zite’s goal is to work with publishers, not to be antagonistic. The few publishers that have contacted us regarding the reading mode view we have complied with their requests and simply switched over to web view. We’re talking to publishers right now to find a win-win for them monetarily and to at the same time preserve the great user experience.”

For now, it’s lose-lose, and the letter is a dramatic shot across the bow of all the many news readers now hitting the market in the wake of the popularity of the Apple iPad tablet.

The social media-focused Flipboard and the news-oriented Pulse are two others, both of which have claimed they are working with publishers.

But Pulse wrangled with the New York Times over misuse of its RSS feeds and copyright issues, which has since been settled.

Zite showed up earlier this month, a product of a machine-learning technology start-up called Worio, which is based in Vancouver, Canada.

The aggregator of personalized content, which has $4 million in angel funding, gets its cues from a user’s interests.

Zite’s technology originated at research at the University of British Columbia several years ago.

In an interview with NetworkEffect’s Liz Gannes a few weeks ago, Davar seemed sanguine about publishers.

Wrote Gannes:

The free Zite app imports a user’s Twitter tweets, follows and Google Reader subscriptions, offers lists of pre-made categories, and then solicits feedback and refines over time a list of topics and sources the user is interested in. It features articles based on their popularity, number of shares from a user’s network and topic relevance. (Davar said he thinks a person’s Facebook network data is too heterogeneous to reliably recommend articles, so it’s not included as an option.)

Flipboard itself is likely to add more personalization features; the company bought real-time social discovery technology from Ellerdale and has yet to implement much of it.

Vancouver-based Zite is well-funded, with $4 million from angels and Canadian grants, but it doesn’t have business relationships with publishers. The app lays out pictures and articles, stripping out everything else, including ads. Davar said he doubted this would be a problem. “It would be shortsighted for publishers to think of Zite as us versus them,” he said.

Short-sighted maybe, but legally lethal definitely, as you can see by this cease-and-desist letter, as well as a video from Zite on how its app works:

Letter to Zite _03 30 11_ –

Zite: Personalized Magazine for iPad from zite.com on Vimeo.

(Full disclosure: New Corp. owns Dow Jones, which owns this site.)

Financial markets have sent Nokia shares lower, workers have been up in arms and earlier on Tuesday a group of young Nokia investors posted an open letter on the Web calling for the Nokia chief executive to rethink his plans and instead opt for a “Plan B” that would have Nokia maintain ownership of the software layer of its phones.

But Elop said he is not surprised there has been some negative reaction. Elop noted that he has had months to weigh all the options and grow comfortable with the Windows Phone-led strategy, while others are still digesting it.

“There is both an intellectual journey and an emotional journey through which we all need to go,” Elop told Mobilized during a chat on the sidelines of the Mobile World Congress event in Barcelona. “I’ve had four and a half months to go through the journey.”

As for workers walking off the job last Friday, Elop also seemed to take that in stride. “To the extent that workers need time to go through that emotional journey, that’s something I completely understand.”

While Elop said the main reason he went with Windows Phone was the opportunity for sustainable differentiation, he noted that the billions of dollars from Microsoft doesn’t hurt.

Elop said that the value of the deal reflects not just the standard business terms, but also the fact that Nokia was a “swing vote” in the mobile market and could have gone to Google and Android.

“That, by itself, has substantial value,” Elop said. “In addition to revenue streams one would normally calculate into a deal, there is a clear recognition of a special value that we are providing for which we are receiving compensation–value, money, however you want to describe it–measured in the ‘B’s not ‘M’s.”

The revenue, which was euphemistically referred to during last week’s investor event as “marketing support” will show up over the life of the deal, Elop said, and allow the company to invest more or flow through to its bottom line.

“To be clear it’s not about the money,” Elop said. “If we can be no different than anybody else, then at end of the day margins erode.”

Elop also noted that Nokia is committing fully to Windows Phone, where as Microsoft’s other partners are largely doing products for Google’s operating system as well.

“Some of the other OEMs do their best work for Android right now,” he said.

Although Nokia hasn’t committed to releasing a Windows Phone this year, Smart Devices head Jo Harlow said onstage at Nokia’s press conference that she is feeling the heat to do so.

Elop clarified where that heat was coming from. “From me,” he said. “From me.”

Update: Asked for comment on the Plan B letter, Nokia offered a brief statement.

“We are aware of the letter being posted, but have not been directly contacted,” the company said. “Nokia’s new strategy has full approval of the Board of Directors and the Nokia Leadership Team, and our focus now is on the execution of this new strategy.”

“This transaction causes me concern because of its potential impact on the ability of consumers to search online for competitively priced airline fares in a market that has seen rapid growth,” wrote Koster wrote in a letter to Assistant Attorney General Christine Varney dated Feb. 9 (full letter below). “Ensuring that new sellers can gain meaningful entry into this market, and that all sellers can compete against each other fairly, is our mutual concern.”

Evidently a broadly held one, too.

Because Koster’s letter wasn’t the only one Varney received yesterday. Rep. Howard Coble (R-NC) and Rep. Thomas Petri (R-WI) also wrote to her, again urging close scrutiny of the deal. “We ask that your ongoing review pay particular attention to competitive issues involving consumers, the online ad market and the protection of intellectual property,” they wrote (full letter below). Their chief concern: The possibility that Google might use its dominant position in search and advertising to steer consumers to its travel services, limiting competition.

This, of course, is something that Google insists it would never do. “This acquisition will inject more competition into flight search, not less, and give consumers more options,” the company said in a statement. “Of course, the antitrust laws aren’t designed to protect incumbent companies from new competition, but to make sure that consumers benefit from more competition and innovation.”

Tell that to the DOJ, which has been reviewing the proposed $700 million deal for months and, as NewEnterprise recently noted, has prepared documents for a possible challenge to the acquisition.

Which is why this qualifies as news: Financial commentary site Seeking Alpha is going to start paying some of its writers.

The seven-year-old site, which relies on a pool of several thousand contributors to stock it with chatter about stocks and anything else you can trade, will now offer them a chance to get paid for their work. It’s a one-size-fits-all rate: $10 for every 1,000 page views a story generates, as long as the story doesn’t appear anywhere else on the free Web.

That’s not going to make any of the site’s writers rich. Seeking Alpha CEO David Jackson says “it’s possible” that his most popular writers could generate a couple of thousand dollars per month, but most are going to make much less.

Jackson, on the other hand, is potentially on the hook for a decent-size bill.

Quantcast pegs his site’s daily page views at around two million. Not all of those views come from contributors–Seeking Alpha’s free transcript service, for instance, is popular and useful, and I assume the site gets a decent chunk of direct traffic. But if, say, half its page views were from volunteers who now want to get paid, that’s an outlay of $1,000 a day.

But why pay anything at all? Jackson’s longtime strategy has been to get people like newsletter publishers and money managers to give him free stuff, and offer them exposure/leads in return. Why change now?

You can read Jackson’s explanation of the move, along with some other details, in a letter he’s distributing to his writers today. But maybe he’s just following this sound advice from the Joker:

Dear Seeking Alpha contributor,

I wanted to let you know personally about three new initiatives that have rolled out on SeekingAlpha.com this morning:

1. Sharing revenue with contributors

I’ve always viewed Seeking Alpha as a partnership with our contributors: you provide us with outstanding articles, and we invest heavily (we now have over 70 employees) in technology, web design, editors and traffic partnerships to get your ideas in front of a large and valuable audience and drive customer leads to your business. But we’ve always known that some of our contributors don’t have businesses we can drive leads to, and that many contributors would appreciate additional direct income from their articles.

We’ve spent over a year building a direct sales team, and our readership has hit an all-time high and continues to grow (see: http://www.quantcast.com/seekingalpha.com). As a result, we can now share meaningful revenue with contributors: you’ll earn $10 for every thousand page views to articles which are published by Seeking Alpha and given to us exclusively (i.e. they don’t appear for free elsewhere on the Web). We call payment for exclusive articles our “Premium Partnership Program”. It’s on an article by article basis, so there are no contracts or forward commitments, and if for any reason you don’t want to receive payment yourself, you can pick a charity to receive your earnings instead. And if you don’t want to give us exclusivity for articles, nothing will change from the way we publish your articles now.

2. Upgrade to our leaderboards and reputation system

We’ve introduced a new reputation system and set of leaderboards, called “SA Opinion Leaders”. You’re now ranked by page views (trailing 90 days) to your articles according to the themes you write about. For example, if some of your articles are tagged “Media”, you automatically appear in the Media Sector leaderboard and are ranked by the number of page views you received to those articles. You can appear in multiple leaderboards, determined by the themes your articles are tagged with. Additionally, if you’re ranked in the top 5 for any theme, that information is displayed on your articles and also on your profile page.

We think this new reputation system has strong advantages. First, we’ve discovered that the number of followers a person has on Seeking Alpha (and, parenthetically, Twitter also,) doesn’t necessarily equate to reader engagement or influence. In contrast, the number of people who read your articles is a direct measure of reader engagement and thus your influence. Second, reputation is far more meaningful when measured in specific areas of expertise. So if you focus on media stocks, it’s far more valuable to know (and tell people) that you’re the number one on Seeking Alpha in the Media Sector than that you’re number 33 in some general ranking. We think that measuring real engagement and ranking contributors in categories will be valuable for contributors and — critically — valuable for readers.

3. Access to stats

You can now view detailed stats on Seeking Alpha, including total page views, page views by article, and page views by category. Additionally, you can track your page views and earnings for exclusive articles.

The future

Any major change carries risk, so why are we doing this? After all, churn in our contributor base is remarkably low, we’re about to add our 4,000th contributor, traffic is at an all time high, we recently crossed our 600,000th registered user, we have over 40,000 comments on the site per month, and our audience is of outstandingly high quality.

The answer is: this is about a vision. Investment research has been dominated by the sell side, but there’s a world out there of other people who have considerable knowledge and insight about stocks, options, bonds, ETFs and investment strategy. Whether you’re a fund manager, financial advisor, industry expert or a smart individual investor, we want to be the partner that brings that insight to light and unlocks value for contributors by offering exposure, reputation, customer leads and direct income. If this is successful, it should transform the investment research industry.

Thank you for your partnership with us, and wishing you a happy and prosperous 2011,
David

Plaintiffs in the lawsuit are seeking records related to Hurd’s departure from HP in August, including a letter that accused him of sexually harassing Jodie Fisher, a sometimes-actress who worked as a contractor for HP. The U.S. Securities and Exchange Commission is also looking into the possibility that Hurd told Fisher about HP’s then-confidential plans to acquire IT services firm EDS.

Hurd has been trying to keep the letter from being made public, and argued to the judge that since it is his personal property, he should be allowed to join the lawsuit as a party to that end. In the motion, Hurd’s lawyers argue that the letter was sent to “achieve private resolution of a potential dispute” between Hurd and Fisher.

Unofficially, that is. For the record, GE says that Jeff Zucker and company booked flat revenues and saw operating profit drop by 15 percent. But a year ago NBC had booked a gain after moving around ownership stakes in the A&E TV venture it co-owns with Hearst and Disney.

Strip those one-time benefits out, GE says, and its 2010 Q3 would show a seven percent revenue hike and a five percent bump in operating profit.

That’s better. “A pretty solid quarter,” in the words of GE CFO Keith Sherin.

Here’s GE’s highlight reel for the business, which Comcast will likely own by the end of the year. (Click to enlarge.)

Meanwhile, Zucker, who has a few months left on the job, is much, much more enthusiastic about his company’s performance. Here’s his all-hands letter to employees sent out this morning:

GE reported its earnings today, and I wanted to take the opportunity to congratulate everyone on NBCU’s very strong results. Looking just at our operations, these are our best third-quarter results since the NBC-Universal merger more than six years ago. Truly a record performance.

Although our segment profit as reported by GE shows us down, this is driven by the impact of one-time, non-operating events and transactions that took place in the third quarter of last year (such as the one-time gain from the change in our interest in A&E Networks). On an operating basis, our profit was up 32% versus last year (or 5% excluding the impact of charges taken by certain divisions in the third quarter last year). Given that the economy, although improving, is still far from robust, these are excellent results driven by superior execution throughout our operations.

We had exceptional performances from a number of our divisions, including Cable Entertainment, Local Media, Film, and Theme Parks. Cable Entertainment posted a double-digit increase in operating profit, behind great results at each of our networks. Local Media was up an amazing 87%, as increased revenues from a resurging local ad market hit the bottom line. Film op profit was up 57%, driven by Despicable Me, which performed well ahead of expectations. And Theme Parks had the best quarter in its history, with op profit up 59%, the result of the new Harry Potter attraction in Orlando and the new King Kong 360 in Hollywood.

Here are some of the other highlights:

· USA was the No. 1 cable entertainment network for the 17th quarter in a row, an incredible string of success, and Syfy finished the quarter ranked No. 8 in adults 25-54

· Bravo had its best quarter ever and now has 20 consecutive quarters of ratings growth, and Oxygen had its best 3rd quarter ever

· CNBC posted increases in both revenue and op profit, and MSNBC continues to operate from a position of strength, beating CNN in primetime for the 4th quarter in a row and beating CNN in total day for the first time in a decade, while also launching a very exciting new marketing campaign

· Through the first five weeks of the NFL season, Sunday Night Football is averaging nearly 22 million viewers, the most for the first five weeks of a primetime NFL package in 14 years

· NBC is tied for No. 2 through the first three weeks of the new season, up 4% versus a year ago to make it the only major English-language network to grow year-to-year

· Jay Leno continues to be No. 1 since returning to his old timeslot, and Jimmy Fallon holds a 35% lead over CBS in his time period

· NBC News remains No. 1 across the board and recently hosted a fantastic public-service programming event called Education Nation, an effort that should make us all proud to be part of this company

· Telemundo has the highest-rated novela in its history with Donde esta Elisa, and mun2 had its best quarter in all key demos

There is so much to be proud of! Congratulations and thanks again to everyone, because I know, whether you are part of one of the businesses mentioned above or not, you are working hard to keep this company great, and I truly appreciate it.

At the same time we are notching these business successes, our transition teams are hard at work preparing for the new NBC Universal. We’re on track for a close of the transaction with Comcast, hopefully by the end of the year. As I’m sure you know, the timing will ultimately be determined by the FCC and the Department of Justice. We’ll have a clearer idea about timing as we get into November.

One other thing about the transition. You have received information about your new benefits, and I urge you to pay attention: review the information on the intranet, attend the benefits sessions, and enroll yourself and your family in both the GE and the new NBC Universal benefits plans. I hope each of you give this the attention that it deserves.

The company is really in a terrific place right now. We have a Cable Entertainment group that is on track to record its fifth straight year of record earnings. A Theme Parks division that is on track to have its best year ever. A Local Media division that will likely more than double its earnings from a year ago … and much more. And making it all happen are 15,000 employees who love this company, understand what we do, and are committed to doing it better and better every day. Thank you very much. Your strength of character, and the strength of our operations, will ensure a strong end to this year.

Who would have thought that the enterprise business would be this interesting?

But the continuing mishegas between Hewlett-Packard (HP), Oracle (ORCL) and the controversial move between the companies by exec Mark Hurd has now dragged in the New York Times (NYT).

Specifically, its star business columnist Joe Nocera, who penned a scathing piece a few days ago about the recent appointment of former SAP (SAP) top exec Léo Apotheker as CEO of HP to replace Hurd.

Wrote Nocera, as he wound up his fastball:

“Still, having written two unflattering columns recently about the H.P. board, I was inclined to take a pass on Mr. Apotheker’s hiring. But then I learned something about him that caused me to shake my head in disbelief.”

The thrust of Nocera’s column about a lawsuit over intellectual property theft between SAP and Oracle: Don’t throw stones at Hurd when you have such a dirty glass house.

But I am synopsizing, so here is the letter incoming HP chairman Ray Lane–who, by the way, once worked as president at Oracle until he and CEO Larry Ellison had a falling out.

You know, the non-shy and non-retiring Larry Ellison who has been sending constant verbal stink bombs over to the HP board of late–most recently at Apotheker–and who hired Hurd.

Folks, you cannot make this stuff up.

Here’s Lane’s letter (I removed all the email addresses) to the Times:

From: Ray Lane
Sent: Monday, October 11, 2010 8:59 AM
To: XXX
Cc: XXX
Subject: Letter to the Editor, NY Times

To the Editor:

Joe Nocera’s column, “A Double Standard at H.P.,” (October 9, 2010) grossly mischaracterizes the facts about why Mark Hurd had to leave HP, why the HP Board hired Léo Apotheker as CEO and the reason Oracle is trying to draw Mr. Apotheker into its lawsuit over TomorrowNow.

First, the lawsuit on TomorrowNow: Mr. Nocera concedes the suit between Oracle and SAP (and its now-shuttered subsidiary, TomorrowNow) is old news. Oracle has been litigating this case for years and has never offered any evidence that Mr. Apotheker was involved. It didn’t even deem him relevant enough to the case to include him on a list of witnesses for trial–until, that is, Mr. Apotheker was named CEO of HP and Oracle had other motives to try to tie him to the case.

The facts are: TomorrowNow was never under Mr. Apotheker’s supervision. The conduct in question at TomorrowNow occurred before Mr. Apotheker became CEO of SAP. And, it was Mr. Apotheker who, as CEO of SAP, shut down TomorrowNow. Mr. Nocera’s reporting on the case is sharply contradicted by that of an independent industry analyst–someone with real knowledge of the industry and the facts–who makes clear that Mr. Apotheker was not involved (http://ematters.wordpress.com/2010/10/09/setting-the-record-straight-oracle-sap-tomorrownow-and-the-nyt/).

As for the reasons why Mr. Hurd left HP: no Board can retain a CEO who violates the trust and integrity needed to lead a public company. Even Mr. Hurd publicly acknowledged that he failed to uphold those necessary standards. In the press release announcing his departure, he said that “… there were instances in which I did not live up to the standards and principles of trust, respect and integrity that I have espoused at HP…I believe it would be difficult for me to continue as an effective leader at HP and I believe this is the only decision the board and I could make at this time.” (Emphasis added.)

The bottom line is: Mr. Hurd violated the trust of the Board by repeatedly lying to them in the course of an investigation into his conduct. He violated numerous elements of HP’s Standards of Business Conduct and he demonstrated a serious lack of integrity and judgment. The Board was unanimous in its decision that he must go, including the seven directors Mr. Hurd recruited to the Board. These directors would not have acted unanimously to remove Mr. Hurd for “piddling expense account problems” as Mr. Nocera suggests. I was named to the Board after Mr. Hurd’s departure, but having carefully reviewed all the facts, it is clear to me the HP Board made the right decision. Had I been on the Board at that time, there’s no question I would have voted the same way. The Board simply had no alternative.

In hiring Léo Apotheker, HP’s Board turned to a principled leader of outstanding personal and professional integrity. He is an experienced, strategic thinker with the passion, global experience and operational discipline to realize our company’s enormous potential. Those are the qualities HP needs in a leader to move the company forward, and Mr. Apotheker is ideally suited to do that.

Sincerely,

Ray Lane
Incoming Non-Executive Chairman of the Board of Directors

That’s the message Facebook is passing along to its advertisers today. In a move that’s both minor and telling, the social network is replacing its “fan” buttons with “like” buttons on ads that direct users to big brands’ “fan pages.”

“Fan pages” are an increasingly big part of Facebook’s business. They’re in many ways a throwback to the branded sites AOL (AOL) set up in its heyday, giving the brands a chance to stake out real estate in the heavily trafficked social network. Brands can set them up for free, but are encouraged to buy Facebook ads promoting the mini-sites.

So what’s up with the verb change?  A couple things:

• “Like” makes a lot more sense to Facebook users than “become a fan of.” Facebook says users already hit the “like” button in other contexts–in status updates and photos, for example–twice as often as they “fan” something.
• Facebook is on a bigger push to add the “like” button throughout the Web as a way of funneling more and more interaction onto its platform. Expect to hear more about this at the the company’s developer conference next month.

For more on why fan/brand pages matter to Facebook and its advertisers, see this interview I conducted last year with Buddy Media’s Mike Lazerow.

Below is a mock-up of what the new “like ads” will look like when the change rolls out (click to enlarge), followed by the guts of the letter Facebook is sending to ad agencies today. Below that is a FAQ sheet the social network is also distributing.

Whenever possible we want to try to give you advance notice on changes that may affect your advertising campaigns or Facebook strategy. I am reaching out today to give you a heads-up on an upcoming change to Facebook. This will go live in a few weeks, so until then, please keep this information confidential.

As part of our ongoing efforts to improve the user experience, increase engagement and promote consistency across Facebook, we are changing the language we use when people connect to your Brand Pages. People will soon connect with your Brand Pages by clicking “Like” rather than “Become a Fan.” People already “Like” their friends’ status updates, photos and links everyday. In fact, people click “Like” almost two times more than they click “Become a Fan” everyday.

“Like” offers a simple, consistent way for people to connect with the things they are interested in. These lighter-weight actions mean people will make more connections across the site, including with your branded Facebook Pages.

I believe this will result in gaining more connections to pages since our research has shown that some users would be more comfortable with the term “Like”. The goal is to get the most user connections so that you can have ongoing conversations in the news feeds of as many users as possible.

The core functionality of Pages will not change. For instance, your Pages will still have distribution into your fans’ News Feed and you can still call the people who “Like” your Page, “Fans”-your Fans are still your Fans.

FBLanguageChange

While in Washington, D.C., this week, BoomTown got to go to a dinner in honor of comic Kathy Griffin.

Griffin’s reality television show is called “My Life on the D List,” and we’re proud to share the same terrific letter.

She made much hay of her relationship with Apple (AAPL) co-founder Steve Wozniak on the show, so there’s yet another tech link.

And, in the video–in which she talks about her lobbying on Capitol Hill to repeal the “Don’t Ask, Don’t Tell” policy regarding gays in the military–she also uses a very naughty term for tweeting on Twitter.

So, apropos of it being Friday, here’s the video of Griffin, who also told me she is a big fan of the Flip digital video camera:

]]> http://allthingsd.com/20100319/my-life-on-the-d-list-meets-all-things-d/feed/ 1 http://allthingsd.com/20100127/fcc-to-google-a-350-%e2%80%9cequipment-recovery-fee%e2%80%9d-whats-up-with-that/ http://allthingsd.com/20100127/fcc-to-google-a-350-%e2%80%9cequipment-recovery-fee%e2%80%9d-whats-up-with-that/#comments Wed, 27 Jan 2010 14:02:30 +0000 John Paczkowski http://digitaldaily.allthingsd.com/?p=33604 The Federal Communications Commission, which has sent letters to all major carriers regarding their wireless early-termination fees, has expanded its investigation to include an industry newcomer: Google.

On Tuesday, the agency sent a letter to the search company inquiring about the $350 “equipment recovery fee” it has attached to its new Nexus One phone. Levied in addition to a $200 termination fee from T-Mobile, Google’s charge means that Nexus One users who cancel service in under 120 days face a total of $550 in penalties.

“The combination of ETFs from Google and T-Mobile for the Nexus One is unique among the four major national carriers,” the FCC said in its letter. “Consumers have been surprised by this policy and by its financial impact. Please let us know your rationale(s) for these combined fees, and whether you have coordinated or will coordinate on these fees and on the disclosure of their combined effect.”

Among the other questions put to Google:

• Does the ETF itself vary by device (e.g., higher ETFs for advanced devices)? If higher ETFs apply to a certain class of devices, exactly how is that class defined?
• Are ETFs prorated so that the customer’s liability decreases over time? If so, what is the exact schedule by which they are prorated?
• Press reports and public statements from wireless companies have attributed ETFs to several different factors. What is the rationale for your ETF(s), and how specifically do the structure and level of those ETF(s) relate to that rationale?

Google (GOOG) has previously dismissed questions likes these, claiming fees like those it has implemented are “standard practice” for third-party resellers of mobile service, who are only trying to recoup subsidies they offer customers who sign up for multiyear service contracts.

But that doesn’t quite explain why the fees charged by Google and T-Mobile together amount to far more than most ETFs. Now that the FCC is asking, Google will have to offer a more complete explanation.

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