For someone who is still mulling things over about what to do about his more than five percent investment in Yahoo, hedge fund investor and activist shareholder Daniel Loeb has been very busy lately getting his arsenal ready.

While deciding whether to mount a proxy fight — a potentially nasty public fight with the Silicon Valley Internet giant that sources said could start much earlier than the expected February 24 filing date to make a board challenge — he’s also had at least one phone meeting with new Yahoo CEO Scott Thompson in the last week to talk about the company’s future.

Sources said the talk was cordial, although the pair were not yet discussing any kind of rapprochement, which presumably could lead to board seats for Loeb.

But how far Loeb will go and how far Yahoo will give are the big open questions that are about to be answered.

The earliest nominations for directors by outsiders like Loeb can be submitted is February 24. He then has a month after that to propose a competing slate.

Starting last fall when he started accumulating Yahoo shares, Loeb had aggressively called for the ouster of Yahoo’s Chairman Roy Bostock and director and co-founder Jerry Yang. Yang stepped away from Yahoo earlier this month and Bostock just announced his upcoming departure this week.

Despite the renewed communication with Yahoo, Loeb is still acting like he might opt to fight — or at least freak out Yahoo enough to cooperate.

Among his recent activities, according to many sources:

* Attempting to assemble an alternate slate of directors — including trying to persuade high-profile entrepreneurs such as David Goldberg and Max Levchin to join his board. Loeb has been to Silicon Valley several times to stir that pot.

* Meeting with a spate of powerful tech execs, here and elsewhere, in order to gain support for his battle and search for his own preferred leaders for Yahoo. A favorite is Hulu CEO Jason Kilar.

* Working on hiring a top outside crisis communications firm to handle the expected onslaught of media mudslinging that is sure to take place.

* Buttonholing large Yahoo investors to join him and getting, sources said, more support than expected from bigger ones. That’s no surprise: Capital Research Global Investors and Capital World Investors, Yahoo’s biggest institutional shareholders, voted against the company’s board in its last proxy battle and has been much disgruntled with the latest Yahoo stumbles.

* Recently reaching out to top Yahoo execs, including both Yahoo’s Chief Product Officer Blake Irving and Americas head Ross Levinsohn. Irving was so spooked by Loeb’s hello-there, several sources said, that he sent an email to Yahoo’s top staff about the contact attempt, noting he did not return the call (teacher’s pet alert!).

These are, of course, classic activist tactics by Loeb, aimed at getting the changes he wants made at Yahoo by applying real and perceived pressure.

Loeb had previously criticized the company’s talks with private equity investors, saying the prices being discussed were too low, which helped scuttle those talks.

Yahoo has also tried to gird itself and to assuage other shareholders and the media, as it can hardly stand what a proxy fight will do to its already battered image.

Some recent moves to look like it is on the move include: Loudly negotiating with its Asian partners for a big payday; making significant board changes; and hiring Thompson. Next up, as I previously reported, a large-scale restructuring and the inevitable cost-saving layoffs.

Who wins — and who blinks — in this Loeb versus Yahoo face-off, though, is still to be determined.

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.

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.

Here’s a trailer for the next movie that Jesse Eisenberg–the actor who played Mark Zuckerberg in the Oscar-nominated film “The Social Network”–stars in.

It’s actually animated and about a Minnesota macaw who heads for Rio. In fact, it’s called “Rio.”

There is apparently no drunken coding into the night or stock cramdowns or lifting of really good ideas from the muscled elite.

Still, try to enjoy:

Wouldn’t it be cool if Mark Zuckerberg donned a hoodie-tuxedo and ran up and grabbed any statuette actor Jesse Eisenberg won over the next few months, as the Hollywood awards season gears up?

Eisenberg, of course, played the Facebook co-founder and CEO in the movie “The Social Network,” which just grabbed a clutch of Golden Globe Awards nominations today.

Next stop, the Oscars, where the controversial retelling of the founding of Facebook will likely also garner a spate of nominations when they are announced in early February.

And many in Hollywood think the “The Social Network” will win big at the Academy Awards, even though it was not a blockbuster, due to the rave reviews and its fancy pedigree.

Along with Eisenberg’s Best Actor nod for the Golden Globe Awards–which take place in mid-January and is often a harbinger for the Oscars–writer Aaron Sorkin got a nomination for Best Screenplay, David Fincher nabbed one for Best Director, and Andrew Garfield and Armie Hammer each scored for Best Supporting Actor.

The film itself, in a key category, got a nomination for Best Motion Picture in the drama category.

Maybe a sequel is in order?

After all Meg Whitman’s moneybagging and all those demon sheep thrown by Carly Fiorina, polls right now are showing that it is unlikely either of them is going to emerge victorious in tomorrow’s elections in California.

While the pair might pull it out, given how the GOP is surging this election cycle, most expect them not to do so.

Whitman has handed over a giant pile of her eBay-generated fortune in an attempt to be the Republican governor of the Golden State, which seemed to have been working–until it didn’t.

In fact, it seems as if her wealth–and various controversies around it, such as IllegalMaidGate–has diminished her efforts to paint herself as CEO of California.

While she was way up over the summer over Democratic rival Jerry Brown, she has been trailing him recently.

And, although the race has tightened up, surveys show Brown is still ahead, such as a Rasmussen Reports survey that showed him up 49 percent to Whitman’s 45 percent.

In the Senate contest, former Hewlett-Packard CEO Fiorina seems to be more certainly headed for defeat.

A new Field Research poll gives Democratic incumbent Barbara Boxer 49 percent to Fiorina’s 41.

And while both candidates drastically oversold their business credentials as just the thing the troubled state needs, it seems the magic of tech in California does not necessarily transfer to voter enthusiasm quite so neatly.

But, let’s not end this election without another look at the infamous–and accidentally hysterical–”Demon Sheep” television ad by Fiorina against her GOP-nomination opponent Tom Campbell.

That video is followed by a very funny rejoinder, “Demon Sheep II: The Fleecing of California.”

Enjoy:

That’s not much of a surprise, given the relentless marketing campaign by the makers of “The Social Network,” which opened wide last Friday. It has garnered terrific critical acclaim.

Still, BoomTown was quite surprised to see a mention of the film on one of my favorite celebrity sites, TMZ.com.

Of course, because it is gossip-saturated, TMZ featured it as one of its naughty regular features called “Who’d You Rather?”

As in…well, you get the point.

This time they pitted Facebook CEO and co-founder Mark Zuckerberg against the Winklevoss twins in a “Facebook Fight.”

“As part of the movie ‘The Social Network,’ twin brothers Tyler and Cameron Winklevoss claim their Harvard [University] classmate Mark Zuckerberg stole their idea and created what is now this little website called Facebook,” TMZ wrote.

Also surprising, as you can see from the screenshot above, given what hunks of dudeness the Winklevii clearly are, is that Zuckerberg seems to be attracting one-third of the votes compared with their two-thirds.

And since there are two of them, the billionaire social networking wunderkind could be considered tied with the brothers!

Sweet justice after the slamming the Winklevii have been giving Zuckerberg in the media of late, even though they had signed a confidentiality agreement after their first $65 million settlement with him?

The Winklevii are trying to have that overturned and are inexplicably going for more, of course, which should keep the themes of the movie resonating for a while.

That will also be true if “The Social Network” garners some award nominations, especially the Oscar.

Also interesting will be to see if the movie will perform well this weekend or will drop off. It’s so far proved popular in the big cities on the coasts and in Silicon Valley, but now it has to go wide to make some real dough.

But, for sure, it will be on television eventually. Today, the FX cable network said it had bought the broadcast premiere rights to the movie.

It’s just a post on the popular entertainment blog “Deadline Hollywood.”

But it’s a clear indication the makers of the movie about the origins of Facebook are gunning for maximum attention and Oscar buzz with only a few weeks to go before its debut.

In fact, awards columnist Pete Hammond was pretty much channeling the marketing plan of Oscar-winning producer Scott Rudin for “The Social Network,” which has its premiere in New York on September 24 and its wide rollout on October 1.

Rudin–the volcano of a producer about whom I would like to see a biopic like the one he is sticking it to Facebook co-founder and CEO Mark Zuckerberg with–has apparently been personally inviting every online chatterbox (not me!) and their mother to screenings of the film from the Sony (SNE) movie unit, Columbia Pictures, in recent weeks.

Writes Hammond:

It’s a smart strategy but even without a personal invitation from one of the film’s producers this is already the current must-see movie on every Oscar watchers list. As an example of that, one blogger actually got on a plane from Toronto to New York just to see Social Network, then headed immediately back to Toronto. His subsequent review was a rave declaring it the one to beat for Best Picture (a little premature on that I think). That’s just one example of the praise now starting to hit the Internet from Hitfix to Slashfilm to Chud and all cyber points inbetween.

A little premature perhaps, but it seems to have worked with Hammond:

I saw it at the first opportunity on Monday and would have to say fairly objectively that The Social Network is Sony’s best shot at Best Picture in years, a lock for Golden Globe and Critics Choice Awards. And most importantly, Oscar nominations in every major category including Director for David Fincher, Writing for Aaron Sorkin, lead actor for Jesse Eisenberg (playing Facebook founder Mark Zuckerberg), Supporting Actor for both Andrew Garfield and Justin Timberlake, Trent Reznor and Atticus Ross’ score, editing and so on. It also looks like it will be a major box office hit, hitting a nerve with the young demographic that are on the front lines of moviegoers…

Despite its high-tech bones, what Fincher and Sorkin have managed to do is tell a time-honored very human story, a social document for a generation that has as much relevance now as movies like On The Waterfront, Network, All The President’s Men, and The Graduate did in their time.

Expect more of the same from those who get sucked up into the marketing machine for “The Social Network” in the next weeks, even though it appears it will be devastating to the real-life version of its main subject, Mark Zuckerberg.

And really, really unfair, according to MediaMemo’s Peter Kafka, by taking one aspect of his personality–awkward arrogance or perhaps arrogant awkwardness–and twisting it into a much deeper malevolence.

I have no doubt in my mind that Zuckerberg pulled an epic geek sandbagging on the clueless Winklevoss twins by promising to work on their goofy concept for a social networking site at Harvard University, then not doing so and working on his own ideas instead.

And, for sure, he had a painfully typical start-up falling-out with his own early partners.

But let’s get real here–they all got paid off plenty for being present at the creation of something they themselves never could have created.

Does anyone honestly believe the Winklevii were capable of making Facebook, or any reasonable facsimile, any more than Zuckerberg was capable of rowing in the Olympics?

While hitting some right notes about Zuckerberg’s mannerisms–conversations with him can be very perplexing–the Mark of “The Social Network” is largely fictional.

Certainly, he has some glaring faults (and so do I!).

But they are no worse that other tech leaders’, from Bill Gates of Microsoft (MSFT) to Steve Jobs of Apple (AAPL) to Silicon Valley’s own twins, Larry Page and Sergey Brin of Google (GOOG).

Interestingly, the night before what turned out to be a very difficult onstage interview at the eighth D: All Things Digital conference in June, at a dinner just south of Los Angeles, Zuckerberg fretted to me about the film.

“It’s what a lot of people will think I am like, because it’s a movie and that has impact on their perceptions,” he said with a lot of concern in his voice.

I pooh-poohed his complaints and told him not to worry about it too much.

“It’s just a movie,” I said. “No one believes what they see at the movies anymore.”

But as this film chugs along–gaining Oscar velocity right onto the stage of the Academy Awards at the Kodak Theatre at 6801 Hollywood Boulevard on February 27, 2011–I can now see Zuckerberg might have been right all along.

As promised, All Things Digital is posting the full videos from our eighth D: All Things Digital conference, held in early June.

Today, we check in with BermanBraun’s Lloyd Braun and Steve Levitan, co-creator of “Modern Family.”

The major topic in their interview was where premium content is headed in the digital age and how the entertainment industry is coping. Or not.

Braun is a longtime Hollywood player, who has also toiled extensively in the Internet space, from stints running Disney (DIS) broadcast network ABC to media at Yahoo (YHOO).

Levitan has worked his way up in the television business, to his current TV hit, “Modern Family.” (Today, in fact, the show garnered a passel of Emmy nominations, so congrats, Steve!)

Here’s the full video of the D8 session, which I moderated:

Want to see it bigger? Click here.

Note: We’ll be posting full D8 videos on Mondays and Thursdays. Next up: Comcast (CMCSA) COO Steve Burke.

]]> http://allthingsd.com/20100708/full-d8-video-hollywoods-steve-levitan-and-lloyd-braun/feed/ 0 http://allthingsd.com/20091204/another-legal-tussle-for-ebay-and-its-not-skype-this-time-as-former-ceo-and-calif-guv-hopeful-whitman-kicks-off-craigslist-trial-monday/ http://allthingsd.com/20091204/another-legal-tussle-for-ebay-and-its-not-skype-this-time-as-former-ceo-and-calif-guv-hopeful-whitman-kicks-off-craigslist-trial-monday/#comments Fri, 04 Dec 2009 09:33:31 +0000 Kara Swisher http://kara.allthingsd.com/?p=21448

Auction giant eBay is headed to court again Monday, and for once, it has nothing to do with the litigious Skype co-founders.

Instead, it’s a battle in Delaware with craigslist, the San Francisco online classified powerhouse that eBay holds a minority ownership position in.

That stake is actually precisely what’s at stake. Currently, the San Jose, Calif.-based eBay (EBAY) has a less than 25 percent one, although it had acquired about 28 percent in a deal in 2004.

The company waged a lawsuit last year against the privately held craigslist for diluting its ownership position by issuing more stock and thereby causing eBay to lose its board seat.

That happened, alleges eBay, through a “coercive plan” by craigslist founder Craig Newmark and CEO Jim Buckmaster.

“We have acted in good faith as a minority shareholder,” said eBay spokesman Alan Marks. “We are simply asking the court to restore our original interest in the company.”

I sent a late email to craiglist’s rep and will post the reply if I get one.

Whitman–who is running for the Republican nomination for California governor–takes the stand on opening day Monday to talk about the original deal with craiglist.

She will be followed by eBay founder Pierre Omidyar.

Of course, craiglist has its own suit in San Francisco, alleging that eBay stole confidential information to create a competing classified service called Kijiji–a dopey name that BoomTown hereby rules someone should be arrested for thinking up–and other misdeeds.

But, so as to be consistent in its awkward legal messes, there is a Skype link: Current Skype President Josh Silverman had been the craigslist board member for eBay and played a key role in developing Kijiji.

Under Whitman’s leadership, ebay also bought Skype, in 2005, and sold a big stake recently.

It was a very controversial sale, which in turn, led to a series of ugly lawsuits from the Skype co-founders, which were just settled last month.

It will be interesting to see what Whitman, who has recently declared that the disastrous Skype acquisition was a good one, says about the craigslist debacle.

Perhaps she’ll say that eBay should have limited its investing during her watch to antiques and other fine collectibles?

]]> http://allthingsd.com/20091204/another-legal-tussle-for-ebay-and-its-not-skype-this-time-as-former-ceo-and-calif-guv-hopeful-whitman-kicks-off-craigslist-trial-monday/feed/ 3 http://allthingsd.com/20080605/hes-finally-the-nominee-time-for-boomtowns-favorite-obama-videos/ http://allthingsd.com/20080605/hes-finally-the-nominee-time-for-boomtowns-favorite-obama-videos/#comments Thu, 05 Jun 2008 18:09:13 +0000 Kara Swisher http://kara.allthingsd.com/20080605/hes-finally-the-nominee-time-for-boomtowns-favorite-obama-videos/

Sen. Barack Obama clinched the Democratic presidential nomination this week, so we’d be remiss if we did not revisit some of the many videos online that have popped up around the charismatic candidate that this column has referenced.

Tomorrow: McCain videos! Really!

First, the interview Walt Mossberg and I did last week at the sixth D: All Things Digital conference with News Corp. head Rupert Murdoch, in which he–in an unexpected move–appeared to be warming to Obama:

An Obama Girl attack on Sen. Hillary Clinton that I did not care for very much:

The super-cool Obama-”West Wing” mashup, which is totally coming true:

The very funny “Saturday Night Live” Obamapology:

And, of course, the mother of them all–the original Obama Girl video. Apparently, she has a crush on Obama:

]]> http://allthingsd.com/20080605/hes-finally-the-nominee-time-for-boomtowns-favorite-obama-videos/feed/ 0 http://allthingsd.com/20080423/hillary-barack-microsoft-yahoowash/ http://allthingsd.com/20080423/hillary-barack-microsoft-yahoowash/#comments Wed, 23 Apr 2008 07:25:58 +0000 Kara Swisher http://kara.allthingsd.com/20080423/hillary-barack-microsoft-yahoowash/

So, as is BoomTown’s patriotic duty, I was watching the returns come in from Pennsylvania in the draggy war that has become the quest for the Democratic presidential candidate nomination between Sens. Hillary Clinton and Barack Obama, as I also pondered what would happen next in the even draggier Microsoft (MSFT)-Yahoo (YHOO) takeover battle.

Then a smart friend in the industry wrote me an email, stating the obvious:

This msft/yahoo deal reminds me of the democratic nomination. we all know how it’s going to end but it’s going to be nasty nasty nasty all the way till the end, with enough bitterness generated along the way to present a reasonably likelihood of a pyrrhic victory. the ultimate loser can only succeed in doing well enough to drag out the process and inflict more pain.”

My friend wins the pundit prize.

And, in other words, the only winners in both these ugly contests are obvious: Republican candidate Sen. John McCain and Google (GOOG).

Which are, ironically, the pair both other pairs should actually be most focused on defeating.

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