Yahoo is in the final stages of selling a large chunk of its stake in the Alibaba Group back to the company — in a complex deal that is set to include a multibillion-dollar share buyback to investors of the Silicon Valley Internet giant and an eventual IPO of the Chinese company — according to multiple sources close to the situation.

The deal has yet to be officially approved by the boards of both companies, but sources said it is likely to be, and could be announced as early as Monday.

This all could change, of course, since negotiations between Alibaba and Yahoo have taken place in a variety of ways in recent years, without success and with much acrimony. Talks over a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed in February, for example.

But the 324th time is apparently the charm — so here are the details of what looks to be a nearly complete agreement that I have ferreted out thus far from lots of relieved sources familiar with the situation:

Yahoo will sell half of its roughly 40 percent stake in Alibaba, in a taxable deal. The transaction is likely to value that portion of Yahoo’s holdings at about $7 billion — or 20 percent of Alibaba’s $35 billion enterprise valuation. Alibaba is in the midst of raising capital to fund the sale.

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for a fraction of that, many years ago — the company will likely use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while.

A shareholder dividend is also being considered. It’s not clear if some of the cash will be held back for acquisitions by Yahoo, sources added, but it is unlikely.

As part of the deal, sources said, incentives have been put in place for Alibaba to move forward with a public offering, which sources stressed is without the contractual obligation or a time frame. Alibaba execs have already been publicly indicating such a direction recently, but this will put them more firmly on that path.

In return, Yahoo has agreed to sell the remaining quarter of its current holdings when that IPO does occur. It would then have an only 10 percent stake of Alibaba, which it could sell at any time after the IPO.

If finally struck, the transaction will finally bring to an end one of the more protracted and disputed relationships in the Internet world.

Once close, the pair have been wrangling over the large Yahoo ownership, which Alibaba CEO Jack Ma has been trying to dislodge in a variety of nice and not-so-nice ways. It has resulted in a number of very public disagreements.

That included a nasty back-and-forth over its Alipay unit with now-fired CEO Carol Bartz, threats of takeover of Yahoo with private equity firms and, more recently, making friendly with its just-ousted CEO, Scott Thompson.

Those talks with him in recent weeks, which included a visit to China by Thompson, led to the new deal, which was negotiated primarily between Yahoo’s CFO Tim Morse and legal head Mike Callahan and Ma and Alibaba’s Joe Tsai.

The talks continued even as Thompson was suddenly engulfed in a controversy over a fake computer science degree on his resume that quickly led to his departure from Yahoo on Sunday.

Ironically, the error was first discovered by activist shareholder Daniel Loeb, who will now vote on the deal as a newly named director of Yahoo, after successfully helping to oust Thompson.

He owns almost 6 percent of Yahoo, and is expected to approve the transaction.

But the final decision to approve the deal will be in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It is meeting tomorrow and perhaps over the weekend to vote on it.

While the deal with Alibaba looks to be nearing an end, Yahoo’s talks to sell its 33 percent stake in Yahoo Japan is not part of this agreement. That’s due to what Thompson had called a “valuation gap,” which sources said is still an outstanding issue.

New interim CEO Ross Levinsohn has not been involved in the Alibaba deal in any significant way. But he certainly will benefit from its halo effect, if approved, especially given that it will likely boost Yahoo shares.

Next up for Levinsohn, who has just rejiggered Yahoo management again, other sources said, is an effort to settle the patent-infringement lawsuit with Facebook, and also to renegotiate its search deal with Microsoft.

And, oh yes, fix Yahoo’s rocky core-advertising business, which is still in distress and needs a major overhaul to push it back to growth.

But that, as they say, is yet another episode of Yahoo’s ongoing reality show.

A new Nielsen survey confirms that this is the case, with a couple of exceptions. Of 20,000 U.S. mobile phone owners Nielsen surveyed last month, 48 percent said they owned a smartphone, with the 25-to-34 age group making up the largest proportion of smartphone owners, at 66 percent.

But in terms of recent subscribers — those having purchased a smartphone within the past three months — 18- to 24-year-olds are on par with the next-oldest age group in terms of smartphone ownership, and 35- to 44-year-olds are quickly catching up.

A lot of this may have to do with income: As Nielsen notes, when factoring in both age and income, older subscribers with higher incomes are more likely to have a smartphone than older subscribers with lower incomes. For example, 45- to 54-year-olds making more than $100,000 a year are nearly as likely to have a smartphone as a 35-year-old making $75,000 to $100,000 a year; or someone in the age bracket below that, making $35,000 to $50,000 a year.

But 18- to 34-year-olds making $100,000 a year or more are by far the most likely to own smartphones.

An even more interesting extrapolation of data might be what percentage of unemployed youngsters own smartphones, given the high U.S. youth unemployment rate, but all the study notes is that more than half of those making $15,000 or less a year still own the devices.

Nielsen lays this all out in a helpful bar chart, for those who want to see the full breakdown of numbers.

(Photo courtesy of Flickr/Elmarshox)

Whatever you want to call him or her — a silver bullet, the cure or, as I like to say, the last unicorn — Yahoo’s ever-seeking and never-deciding board has now renewed its focus on finding a new CEO.

Also on the docket: Working on a deal to sell back at least some of its stake in its twin Asian assets — Yahoo Japan and the Alibaba Group — back to the companies. A partial sale of stock back could placate the often tense situation among the partners.

What is clear is that the two bids from private equity firms are now in an undetermined circling pattern — due to a variety of concerns around shareholder unrest (Occupy Yahoo looms for 2012).

Therefore, the idea of bringing in said fantasy leader to perhaps finally be the one to revive the long-troubled company has returned to the forefront of action, according to numerous sources both inside and outside the company.

The concept in short, said people familiar with the situation: Hire some compelling and entrepreneurial CEO to get the company moving again from a product point of view, do a massive organizational overhaul and help settle Yahoo’s thorny Asian issues.

While a number of names have been rumored in reports — such as Google business lead Nikesh Arora, who is actually not likely to leave his top post at the search giant — sources said the board has been targeting a number of candidates, including Hulu CEO Jason Kilar.

Others on Yahoo’s wish list include Juniper CEO Kevin Johnson and online advertising entrepreneur Brian McAndrews, who sold aQuantive to Microsoft. There are several others also being considered.

Sources said Kilar has met with Yahoo board members about the offer, but his hiring would be a long shot.

It’s an interesting — if complex — gambit to bring in Kilar, who has had his own wrangles with the multi-owner structure of the premium video service over the years.

Kilar’s status at Hulu has been in question ever since it was put on the block, then removed and then — well — who knows.

Hulu’s owners — News Corp., Disney and Providence Equity Partners, along with Comcast (which is a now a passive investor) — did not like the offers it got from various bidders, including Yahoo.

While the media giants have made noises about wanting to keep a stake in distribution, their commitment to that remains unclear.

The situation has put Kilar — who already had tense relations with the service’s shareholders — in limbo until a valuation is determined next year. Without going into the complex details, Kilar has a large equity stake that could be liquid in April, related to certain rights held by Providence.

It is well known that Kilar has been concerned the team that built Hulu gets some sort of payout for their work. In fact, many years ago, Hulu was seen as a possible IPO candidate.

What’s not in question is Kilar’s talent at creating a cohesive team and a compelling product — especially with an advertising and media focus — and the need at Yahoo for a vibrant leader to encourage innovation and discourage its rapidly increasing attrition issues.

The search for a new Yahoo CEO — which is being led by director Patti Hart, and is being conducted by Heidrick & Struggles — had been mostly sidelined until recently, as the board solicited bids for a partial investment from PE firms.

Two emerged, from Silver Lake and TPG Capital, which had wanted to pay from $16.50 to $18 a share for a stake of just under 20 percent in what is called a PIPE (Private Investment in Public Equity) arrangement.

But the low price, and worries about lawsuits and even a proxy fight related to such a deal, have slowed down the momentum significantly, said sources.

Instead, Yahoo has told bidders it will get back to them in the coming weeks about the direction it will take. Thus, the focus on lining up CEO candidates and plans related to reviving Yahoo.

Some of those possible execs have put their hand up, while others — like Kilar — are being solicited. In addition, some still think that Yahoo board member David Kenny remains an internal option, especially if the board of Yahoo gets a refresh, despite his recent announcement that he has no intention of seeking the job.

In general, this shift should not come has a surprise for the hurry-up-and-wait board of Yahoo, which has struggled over the years to make good choices for the Silicon Valley Internet giant.

That drift has resulted in a downturn in its prospects, even as other companies have surged.

Those troubles were brought into sharp focus in a recent report by new Goldman Sachs Internet analyst Heath Terry, who strafed Yahoo in his “sell” recommendation.

Among the gems by an analyst whose investment bank is currently an advisor to Yahoo on its strategic options:

Yahoo simply faces too many competitive and structural headwinds to believe any kind of meaningful turnaround is possible. While there is significant asset value on the balance sheet and in the company’s large, though increasingly less engaged user base, we continue to believe, as we have since before the first Microsoft offer, that the segment of management driving the company is intent on trying to revive Yahoo as a company, regardless of the cost to shareholders.

And, noting the need for a new CEO:

We would become more positive if we felt there was a likely event in the near term that might unlock the value of the balance sheet assets at Yahoo. While we believe the aggregate value of those assets is above the value reflected in YHOO, in order to be more positive on the stock we would need some proof that management is willing and able to take the steps necessary to unlock that value either through a sale or distribution to shareholders. Meanwhile, the declining profitability of the core display advertising business is masked by a search business that continues to lose share and relies on artificial support from Microsoft. We would become more positive on the core Yahoo business if the company is able to find a new CEO capable of focusing the business on its core advertising and communications opportunities, rationalizing costs, and driving growth. This would require user growth and especially engagement improvements in both online and mobile, improving monetization of advertising inventory, and stabilizing its search business.

In other words: Wanted, one unicorn to work magic against increasingly troublesome dragons. Ability to sparkle a plus.

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.

After his unusually enthusiastic declaration at a Silicon Valley event last week that “we are very, very interested” in buying the “whole” of Yahoo, you might imagine Alibaba Group co-founder and CEO Jack Ma running out of the speech looking for a giant pile of cash to pay for it immediately.

Instead, according to sources close to the situation, what the Chinese entrepreneur got was a cold dose of CFIUS — or Committee on Foreign Investment in the United States, the federal interagency review process for foreign investment deals.

Translation: If you are from China and want to buy our U.S. companies, we are going to have to give you a major look-see and it is not going to be pretty.

Perhaps that’s fair, but the prospect that even a purchase such as Yahoo, a consumer business that seems to have little in the way of national security concerns, might enter the buzzsaw of U.S. politics apparently surprised Ma.

Thus, sources said, that while it remains very interested, Alibaba is now at least a little concerned about the feasibility of the deal and that Ma is “perplexed” about why the U.S. has such restrictive rules against foreign ownership of a consumer business.

That said, he has been in touch with Yahoo co-founder and board member Jerry Yang and is likely to make a more official visit soon with others involved in Yahoo’s strategic review.

In addition, sources said, rumors of an imminent Yahoo bid hook-up with DST Global and Silver Lake — which recently invested in Alibaba — are overblown. While Ma did say last week at his much-noticed speech at Stanford University that he was talking to a lot of buyers, Alibaba is not closely aligned with anyone as yet.

Of course, given that Yahoo owns a 40 percent stake in Alibaba, Ma will be a big player in any deal done.

That’s because of a 2005 agreement that stipulates that if there is a change of control, Yahoo must give Alibaba a 15-day chance to buy back its stake.

Still, after his effusive I-want-Yahoo-now speech that caught the Internet giant and its bidders off guard, dialing back the rhetoric a bit is probably no surprise given the delicate dancing now going on.

In other words, a case of wanna-be-buyer’s remorse.

Silicon Valley’s Silver Lake and DST Global of Russia, as well as Chinese private equity firm Yunfeng Capital, are leading a $1.6 billion tender offer for privately held employee and shareholder stock of China’s Alibaba Group, according to sources close to the situation.

Yunfeng, by the way, was co-founded by Alibaba Chairman and CEO Jack Ma, as well as other prominent Chinese entrepreneurs.

Along with DST, Silver Lake and Yunfeng, Singapore-based investment firm Temasek is also participating in the tender offer as an investor, but in a smaller way.

The deal, which has been discussed for some time, was signed earlier today and will be presented to its employees in an internal company blog, which will be in Chinese.

To get around persistent foreign ownership issues in China, sources said, DST and Silver Lake are ceding voting control of their stakes to Alibaba management.

If the tender is fully subscribed, that would mean a stake of just under five percent for the group, sources said, and it gives Alibaba a $32 billion enterprise valuation.

The impetus for the tender offer, which begins today, appears to be trying to address a cash-out, paper-rich issue for Alibaba employees.

There are no active secondary private markets in China, as is the case for tech start-ups in the U.S., and there is also no IPO in the foreseeable future for Alibaba. Thus, management has been looking for a way to give its employees and also other shareholders some liquidity.

This tender offer is not a capital raise by Alibaba and is only aimed at eligible employees and shareholders. The purchase of the Alibaba shares is expected to close before the end of December.

It will be done via a special investment vehicle, specifically aimed at this purchase, that includes a spate of investors. Giant Interactive Group, a Chinese online game developer, for example, said it had committed $50 million to the fund.

It’s not clear what the implications are for Alibaba’s biggest shareholder, Yahoo, which sources said is not selling shares in the tender offer. Yahoo’s fully diluted Alibaba 39 percent stake is now worth $12.5 billion in the deal.

That’s discounted due to tax issues and also the inability of the Silicon Valley Internet giant to sell its Alibaba shares.

In other words, investors will likely welcome this higher valuation, but realize a public offering is farther away than ever.

But it is interesting in that it clearly shows a strong relationship between DST and Silver Lake, which have jointly been mulling a possible bid for Yahoo along with Silicon Valley venture firm Andreessen Horowitz, as I previously reported.

Some will speculate that Silver Lake and DST now have an in with Alibaba, which is important, since a large slug of Yahoo’s market valuation is due to its Alibaba and also Yahoo Japan! assets.

If Yahoo is sold, of course, the disposition of the Alibaba asset is an important part of the deal.

More to come, including the implications for Ma, who has been under siege of late around his spinning out of Alibaba’s Alipay payments service and the noisy battle that later ensued with Yahoo. Yahoo and Alibaba, as well as its other large shareholder, Japan’s SoftBank, settled that dispute earlier this summer.

His involvement in Yunfeng, which is buying the company’s shares in a special fund that Ma is not in, will likely attract some scrutiny, anyway.

Sources said Ma is a minority investor in Yunfeng itself, has no control rights and is not a director. In addition, Yunfeng has no relationship with Alibaba.

In another interesting twist, Alibaba rival Tencent has close ties with DST’s Internet affiliate that used to share the same name, having invested $300 million last year in the affiliate that holds major Russian Internet properties.

Yesterday, David Einhorn of Greenlight Capital dumped his bid to buy the New York Mets.

“I am disappointed to announce that I will not be purchasing an ownership interest in the New York Mets baseball team at this time,” said the well-known Wall Street hedge fund manager in a statement.

Why does that matter to tech? Well, because Einhorn has been an active player in the sector of late, including buying and then dumping a big chunk of stock in Yahoo earlier this year.

He currently owns slugs of Seagate, Apple, Best Buy and, in his largest holding, almost 15 million shares of Microsoft.

Now, it will be interesting to see if he’ll put his proverbial eye back on the ball of attacking the company’s CEO Steve Ballmer, as he had been doing many months ago.

While also maintaining that the stock was undervalued by investors, for example, Einhorn said in May that the software giant had “Charlie Brown management” and that Ballmer’s “continued presence is the biggest overhang on Microsoft’s stock.”

That did not stop Greenlight from adding more Microsoft shares to its holdings, jumping to an ownership stake of 14.8 million shares as of June 30, compared to 9.1 million shares at the end of the previous quarter.

Now that he has more time on his hands post-Mets, will Einhorn renew his Ballmer criticism?

We’ll see soon enough, as well as what Microsoft’s own outlook is, at its annual Financial Analyst Meeting later this month in Anaheim.

Ballmer, as well as a panoply of other Microsoft execs, will be making presentations there.

You would think the settlement of a major dispute would goose the stock of a company, but Yahoo’s deal with its Chinese partner Alibaba Group on Friday did exactly the opposite.

Despite the clearing of an obvious overhang to its shares, the stock of the Silicon Valley Internet giant dropped almost three percent Friday to close at $13.10. While the ongoing federal budget wrangling was partly to blame, it was only a very small part with an overall market decline of under one percent.

A tepid reaction to the deal — in which Yahoo, Alibaba and Japan’s SoftBank came to terms over the spinoff of Alibaba’s Alipay payments unit after much wrangling over the move — came quickly from Wall Street analysts.

A report titled “Yahoo Inc: Alipay Agreement: Better than Nothing, But Not That Great,” by J.P. Morgan’s Doug Anmuth, was typical. Pointing to no clarity on an IPO of the Chinese assets of Alibaba and that “prior to the divestiture, Alibaba Group owned 100% of Alipay and all of its income, which is now reduced to 37.5% ownership of Alipay and 49.9% share of the pre-tax income,” he noted that Wall Street “has recently assigned no value to Yahoo!’s share of the asset.”

Well, less than zero, if the stock decline is taken into account, which means Yahoo’s market cap is now just over $17 billion.

According to sources close to the situation, especially since Yahoo’s Asian assets make up more than $9 billion of that valuation, private equity investors and others are pulling out their spreadsheets once again about a possible takeover or privatizing of Yahoo.

Several months ago, for example, former News Corp. exec Peter Chernin had been contemplating a friendly bid with partners such as Providence Equity Partners and others. While there have been rumors recently that he has reengaged in that effort, that is unclear.

Sources also note that Yahoo’s top execs, especially CEO Carol Bartz, and also members of its board, are perplexed that the settlement in China — a positive development — had the opposite effect on the stock.

It’s part of a continuing decline. Yahoo shares are down almost 26 percent in the past three months. Most Web stocks — such as Google, Amazon and Microsoft — are strongly up in that period. The only other obvious laggard is AOL, which is down almost 16 percent in the past three months.

As these companies are wont to do in the middle of the night, Yahoo, SoftBank and the Alibaba Group have reached an agreement in their nasty dispute around the Alipay payments unit, and they are ready to talk about it.

Well, not Alibaba’s CEO Jack Ma (pictured here), Yahoo’s CEO Carol Bartz or SoftBank’s Masa Son, but their functionaries are all set to discuss the deal.

The issue has revolved around the spinning out of Alipay by the Chinese Internet giant Alibaba, without the approval of large stakeholders Yahoo and Japan’s SoftBank, which the pair felt was a big no-no.

Much mishegas followed, but the trio has been hard at work on a settlement, which is here now.

Of course, had the three companies cooperated in the first place as joint owners and board members of Alibaba, this all would have been unnecessary.

5:48 am PT: The call starts without all kinds of regulatory info about what can and cannot be said, before being thrown to Yahoo CFO Tim Morse.

One interesting wrinkle is that SoftBank’s Ron Fisher cannot speak at all, due to some Japanese laws, which are unexplained. But, said Morse, he’s there to show his support.

Go, Ron!

Alibaba’s CFO Joe Tsai is up first to talk about the deal over Alipay, which he stresses does not really make much money now. As he says, it is “marginally profitable.”

Tsai walks through the facts that they have already outlined earlier today, including a variety of payments from Alipay to Alibaba, since — let’s be clear — it used to be part of Alibaba.

But Alibaba said it had to spin it out in order to get critical regulatory approvals from the Chinese government, which caused this mess.

Morse now comes on, noting the whole squabble really had “no direct impact” from a financial point of view on Yahoo or SoftBank at this time related to its Alibaba assets.

Well, shareholders of Yahoo might beg to differ, considering the huge hit the stock has taken due to the fight. Wall Street has long considered Yahoo’s Asian assets its most valuable part.

But Morse is pleased the complex agreement has finally been reached — I am guessing it was not easy to negotiate among three different countries with so much pressure.

5:59 am: Time for Q&A!

The first question is about more deets and also about the possibility of a liquidity event for Alibaba or its various units.

Tsai underscores that there might not be one or there might be one. In other words, the Chinese assets of Yahoo may or may not ever pay off.

The next question is about why Yahoo and SoftBank should have a cap on an asset they used to own 100 percent of. Good point!

Neither Morse or Tsai really answers the question, except for Tsai talking about how certain rules over foreign ownership of payment companies in China means it had to be like this.

“If you own 100 percent of the business that cannot operate, you own 100 percent of zero,” said Tsai.

Translation: That’s China, folks, so suck it up!

The next question is a promissory note, which Tsai says has value, even though it actually does not have value right now. China!

The analysts still are stuck on this fact that, under terms of the agreement, Yahoo will only get 37.5 percent of an IPO or other liquidity event, when it used to be owner of 100 percent of Alipay.

Good point: Will this happen to other Alibaba units, such as its Taobao commerce unit?

China is a good place to be, assures Tsai, which is cold comfort right now.

A lot of swirl around preferential terms in the deal for Alipay with Alibaba’s units, which seem to be the same as before. In other words, nothing has changed, except a lot of stock loss for Yahoo and less technical ownership of Alipay.

The Wall Street analysts on the line continue to be riveted to the idea of a liquidity event for Alipay and other Alibaba units, especially Taobao, and keep asking different versions of this question.

The last question is about more deets of the deal and new business ideas for Alibaba.

Tsai talks about a cloud-based system rolling out, for example.

The questioner moves to, you guessed it, a liquidity event.

“I don’t think we want to get into it at this point,” says Tsai.

Well, we do, but apparently Yahoo shareholders are not going to.

That said, the deal is finally settled, which has already given Yahoo shares a small bump today. And that’s not nothing.

It was just supposed to be a three-hour tour, um, quick sale process!

But, like a storm-tossed ship looking for any safe harbor, the Myspace sale is still chugging along, with a deal that continues to be tossed around amongst low-paying and new lesser known buyers who are now in the $20 million to $30 million range, said sources close to the situation.

The price, said others, could go as high as $35 million, but it’s far cry from the $100 million that News Corp. had been aiming for.

As part of the deal, sources said the News Corp. unit will be making significant cuts in staff and costs — up to 50 percent or more — all contingent on the purchaser. The staff cuts are, obviously, directly related to the transaction and the winning bidder.

The media giant might also retain a small minority stake.

The two names — Specific Media and Golden Gate Capital — that are now in the forefront for an acquisition deal that News Corp. hopes to complete by Thursday, its fiscal year end, have not been among the acquirers mentioned previously in the myriad of reports about the deal.

Specific Media — a large, if lesser known, advertising network — seems to be in the lead, said sources. It has been around for a half-decade and has been funded by Francisco Partners.

Golden Gate Capital is a private equity firm with $9 billion under management, which has mostly specialized in turning around companies. It has never invested in a consumer Internet company.

Both companies, sources said, will focus Myspace on music, although it is not clear which rights the site has with music labels will transfer to a new owner.

Until last week, the preferred deal for Myspace centered on an investor group that included Activision CEO Bobby Kotick and in which News Corp. (which also owns this Web site) would retain a large minority ownership stake.

But sources said there were some transactional and legal complexities that made it less attractive and News Corp. opened up the deal talks with others again last week.

Golden Capital and Specific Media emerged most aggressively, although there still remain other interested parties, sources close to the situation said, among them another investor group that includes Myspace co-founder Tom Anderson, one its other co-founder Chris DeWolfe is part of and also interest from the Criterion Capital Partners, which bought AOL’s Bebo social networking site on the cheap a year ago.

But it’s now come down to time constraints and an agreement that can be reached before the end of this month, which is also the end of the media giant’s fiscal year.

In other words, let’s get Myspace off the books for 2012!

How it came to this will likely be the focus of many a business school case. After a spectacular start, Myspace has fallen on hard times both in terms of traffic and advertising revenues.

That’s why the music-focused social networking site has not sat exactly in the catbird’s seat in terms of negotiating leverage.

While there were some rumors last week that News Corp. would close Myspace down, the sale to a small player and the layoffs are the likely outcome.

While that’s cold comfort to its employees, it’s about the best Myspace can hope for right now.

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

Yes, Myspace is still for sale.

But, no, no one has yet made a good enough bid–in other words, at the more than $100 million level its owner, News Corp., has sought–to knock out anyone else.

And who knows who will, as those working on the deal gave a deadline today for any revised bids for the social entertainment hub.

Among those remaining in the running: two strategic bidders, although the CEO of the Vevo music service has denied interest; several private equity players, including Criterion Capital Partners, which bought Bebo from AOL for a song; and an aggressive inside effort by CEO Michael Jones, which would include venture investors and a possible continued smaller ownership by News Corp. (News Corp. also owns Dow Jones, which owns this Web site.)

News Corp. is holding out for a few more bids today from those who had expressed initial interest, said sources close to the situation, after the company provided additional information about long troubled service.

That included data showing some increased user engagement from a recent Facebook artists profile app launch and a new music playback system, among other efforts to revive Myspace.

But, added sources, this is likely to be the final call for bids, since News Corp. reportedly would like to complete the deal and get Myspace off its books before end of its fiscal quarter this month.

“I think somebody with some brains and guts could do pretty well with the property,” said one News Corp. insider, noting that the Chinese social site Renren is smaller than Myspace in both size and revenue, even though it now has a $5 billion valuation after its recent IPO.

Perhaps, but such a windfall seems about as unlikely as Myspace winning back its once-might social networking crown.

Thus, finally settling on a decent bidder is Myspace’s best–and perhaps only–hope going forward.

The execs at Yahoo were huddled yesterday and also today, getting ready for its investor day tomorrow morning.

It’s probably a good idea, especially since the Silicon Valley Internet giant has to come up with a good answer to how it is settling the recent kerfuffle with Chinese partner Alibaba Group.

A settlement announcement over the spinoff of Alibaba’s Alipay payments unit would be the best thing Yahoo could deliver by tomorrow, of course.

All parties–Alibaba, Yahoo and Japan’s SoftBank–I spoke to said a resolution was still being worked on, but one assumes reaching one sooner than later would be a big coup for Yahoo.

Barring that, China will surely be Question No. 1–and likely Nos. 2 through 23–from about 200 Wall Street analysts and big shareholders gathered from 8 am to 2 pm at the Fairmont Hotel in San Jose to hear about how Yahoo is doing in 2011.

Given that the China problem has kept Yahoo stock stuck in the $16 doldrums for weeks now, after it had seen some progress before that, Yahoo CEO Carol Bartz and the passel of top execs presenting–Ross Levinsohn, Blake Irving and Tim Morse, among others–will have to scratch that itchy itch first before moving on to other questions.

In the interests of making the day interesting–and because press is not invited–I am here to help those investors without a clue of what to ask.

Thus, my list, in no particular order:

* Now that a newish management structure is in place, what is the big vision for Yahoo going forward?

* Please explain in detail the issues raised in the recent earnings call with the search and online advertising partnership with Microsoft, and should the deal be re-negotiated?

* Do you need to make more cuts in staff–which seems to have creeped back up in size?

* Why is Yahoo still in search in such a significant and expensive way, especially since market share is declining?

* How is the display market faring and how does Yahoo plan to innovate its flagship advertising business?

* Engagement is a key metric these days, so how is Yahoo going to improve its customer relationships, besides saying it will?

* What new and innovative products are in the pipeline–and you may not trot out Livestand for the umpteenth time as an example, unless you want me to start calling it Not-Flipboard–and when will they launch?

* Has Yahoo considered other ownership options that would better reward long-suffering shareholders?

* And, oh yes, China. Let’s not forget about China.

(Although media is not invited to the investor confab, I will be covering it via a live stream Yahoo is offering–you didn’t think I would miss it?)

Back in April of 2009, like all the rest of the parts of the Chinese Internet giant Alibaba Group, its Alipay unit was listed this way on its Web site: “Alipay is wholly owned by Alibaba Group.”

And right now, describing the online payments platform? (my italics): “Alipay is an affiliate of Alibaba Group.”

Memo to Yahoo CEO Carol Bartz: You might have noticed that critical change in Alipay’s corporate status, which happened last August, given the company you lead owns 43 percent of the Alibaba Group.

More to the point, Alipay accounted for $1.7 billion of Yahoo’s valuation.

Not surprisingly, Yahoo shares are down more than six percent in after-hours trading, likely in reaction to an unusual statement by Yahoo yesterday, in which the company said it had no idea until March 31 that Alibaba CEO Jack Ma had transferred ownership of the Alipay unit to a separate entity.

Sources said that apparently happened in a letter from Alibaba to Yahoo’s accounting department. Since then, the company said it has been trying to figure it all out.

Said Yahoo:

On March 31, 2011, Yahoo! and Softbank were notified by Alibaba Group of two transactions that occurred without the knowledge or approval of the Alibaba Group board of directors or shareholders. The first was the transfer of ownership of Alipay in August 2010. The second was the deconsolidation of Alipay effective in the first quarter of 2011.

Yahoo! disclosed this restructuring in its 10-Q after discussions with Alibaba Group and obtaining a better understanding of this complex situation.

Yahoo! continues to work closely with Alibaba and Softbank to protect economic value for all interested parties. We believe ongoing negotiations among all of the parties provide the best opportunity to achieve an outcome in the best interest of all stakeholders.

Translation: Alibaba’s Ma–who cites upcoming new rules about foreign ownership from People’s Bank of China related to operating its payment business–just snookered us and we need to play dumb until we decide whether a lawsuit will be one disaster too many for our much-beleaguered investors.

Really pissed off shareholders is more like it–BoomTown has been on the receiving end of an explosive series of calls from Yahoo’s investors today asking a variety of questions.

They include:

1. How could Alibaba have reported its results with Alipay consolidated in, even though it was a separate entity since last year? And does that spell trouble for Yahoo, since it used those numbers in its own regulatory filings in the U.S.?

2. How could Ma initiate such a transaction without approval from shareholders and its board, as Yahoo claims?

3. In any case, why weren’t Yahoo execs paying more attention to the swirling changes related to foreign ownership in China, especially since Yahoo co-founder Jerry Yang is on the Alibaba board, anticipating that there could be real problems ahead?

4. Why did Yahoo execs not tell shareholders about the situation immediately or even at its April earnings call? Or perhaps before David Einhorn’s hedge fund Greenlight Capital hedge fund took a big position in Yahoo last week, specifically noting the value of the company’s Asian assets as highly attractive.

5. Does this move mean that those pretty Chinese assets Yahoo has touted are not so pretty after all, given that these kinds of things can happen there?

6. Should U.S. investors remove themselves from that Chinese market, given that these kinds of things can happen there?

7. Is Bartz’s extraordinarily tense personal relationship with Ma a big part of the problem, creating a distasteful public feud over issues better left to quiet backroom negotiations?

There will be plenty more, of course, especially around Yahoo’s disclosures to investors.

Yahoo execs will argue that it did disclose in the proper manner from a filing point of view and that it did not reveal the fissure so as not to put its negotiations with Alibaba over the situation at risk.

But–especially given the myriad of continued missteps by Bartz that have worked investors’ last nerve–that probably is not going to fly.

In fact, that irked sentiment will surely be on display at Yahoo’s upcoming investor day on May 25.

Yahoo had hoped to show off its new team of execs and talk about some legitimate momentum the company is making.

Now, it will doubtlessly all be about China and what happened there.

So, Bartz has to have a better line than a take on a Hollywood classic: “Forget it, Wall Street. It’s China.”

Maybe so, but it’s her problem to solve now.

And here’s my favorite version of that line:

One of the results of Yahoo’s weak earnings report earlier this week has been the renewal of chatter about possible changes in its leadership and even ownership.

And continued investor discomfort with its troubled stock price–Yahoo shares are down 7.25 percent year over year and an astonishing 49 percent on a five-year basis–and the level of renewed grumbling by major institutional shareholders is causing some key players to go back to their PowerPoints to reevaluate various options.

(By way of contrast, Google is down about 4.5 percent year over year–largely due to last week’s earnings release with higher than expected expenses–but still up more than 20 percent for the five years.)

As many might recall, last year Yahoo was under scrutiny by a number of interested parties–from big media companies to other digital players to private equity firms–considering a number of takeover scenarios.

Most of them were just talk and no action resulted, but that did not mean that interest went away.

The truth is, they are still out there and ruminating–this time with what sources describe as a much more amenable Yahoo board, with several of its key members willing to entertain any legitimate offers or ideas to improve the Silicon Valley search giant’s prospects.

In the last go-round, by contrast, Yahoo’s top execs–including CEO Carol Bartz–denied any interest in the swirl of rumors related to a variety of ideas.

That’s definitely changed–at least at the board level–so here are three very credible scenarios of what could happen:

Peetie, Peetie, Yahoo-Sweetie

Late last year, BoomTown wrote a post about the interest that former News Corp. COO and President Peter Chernin–who now owns his own entertainment production company–had in the situation at Yahoo.

As I wrote in November:

But multiple sources from a variety of sides said that Chernin, a well-liked and deeply experienced media and entertainment exec, has been contacted by a number of private equity firms and other investors about his interest in becoming involved should any of the various and sundry scenarios around the Internet giant pan out.

And Chernin, many sources said, has expressed a definite interest in the situation, perhaps because he was deeply involved in a previous deal when running News Corp.

At the time, it involved combining the media giant’s Myspace social networking site with Yahoo and also Microsoft’s portal MSN and creating a new company, code-named “TrafficCo.”

Indeed, that interest remains for Chernin, who has also been an increasingly active investor, including in the digital sector. He is an angel funder of the hot social media app start-up Flipboard, and also just joined the board of the popular Pandora music service.

The most likely possible scenarios have him joining with deep-pocketed partners, including Providence Equity Partners and, yes, Microsoft, as well as investment banks or advisory firms, such as Morgan Stanley and Code Advisors.

The approach being considered–which would only be done in a friendly way, with the cooperation of Yahoo’s board–would center on making a large enough investment in its shares, allowing the group to take control of the management and the board, putting Chernin in as chairman and maybe CEO (or with a new CEO–see next section).

If Microsoft were involved–and Chernin has strong ties there–such a scenario might include folding all its online properties into Yahoo and renegotiating its rocky search partnership, too.

This is an idea that intrigues a lot of people–including current Yahoo board chairman Roy Bostock, co-founder Jerry Yang and other board members–who have indicated recently to several investors and dealmakers a willingness to listen to credible player such as Chernin.

But, in this scenario, it would be up to Chernin and his partners to make a prosposal, said sources, and he might decide that the complexity of getting the power to make big changes at Yahoo is too big to tackle.

In addition, Chernin remains a successful Hollywood player, with several major television and movie projects in the works, as well as big investment possibilities in Asia.

“Does he want the headache of Yahoo at this point in his career?” asked one person, among many Chernin has talked to recently about becoming involved in the company. “Would you?”

Maybe so, if it would provide a big financial windfall. Many think an exec with a reputation like Chernin’s could easily begin to move Yahoo’s moribund stock upward quickly.

ABC (Anybody But Carol)

Here’s one truth: Yahoo CEO Carol Bartz does not get proper credit for a number of moves she has made since coming to the company two years ago, including cleaning up the messy corporate structure, de-complexifying garbled systems, cutting costs and bringing its far-flung operations into line.

Yahoo’s stock is certainly doing better than when she arrived in early January of 2009, when it was in the $12 range compared to its current $16 price point.

But here’s another: That stock price now includes more than $10 in solid assets–cash and Yahoo’s much more valuable stakes in China’s Alibaba Group and Yahoo! Japan–leaving very little true share appreciation.

And here are more truths: Bartz’s inability to get revenues growing, innovations flowing, promising start-ups acquired and–most importantly–to stop the continual exodus of talent out the door of Yahoo has made her tenure shakier than ever.

Add to that making its relationships with Asian partners more tense, almost no traction in key mobile, video and social arenas, a record of loud public declarations that have fallen flat and serious troubles in Yahoo’s search and online partnership with Microsoft–a deal Bartz struck and is charged with managing–recently highlighted in Yahoo’s earnings earlier this week.

As shareholder activist Eric Jackson, who has long agitated for change at Yahoo, wrote this week in a post:

“The truth is that investors are fed up with Bartz. Their enmity towards Bartz is palpable when you talk to them. Bartz talked a big game coming into the job and she hasn’t delivered. It’s that simple.”

Well, not that simple and maybe not fair, but it’s also clear that no one thinks Bartz will be re-upped when her contract is up in 18 months.

Thus, it’s no surprise that ideas of other possible leaders of Yahoo are being contemplated now.

Here’s the short list I have made of my choices: Akamai President and Yahoo board member David Kenny; former Microsoft exec and current Juniper Networks CEO Kevin Johnson; former AOL CEO and current News Corp. digital head Jon Miller; and Nikesh Arora, current Chief Business Officer and sales head at Google.

There are plenty more to pick from, of course, and any could be installed in conjunction with an effort such as Chernin’s.

AOL Under the Hoop

No good Yahoo scenario plotting can be contemplated without including AOL and its flashy CEO Tim Armstrong.

Armstrong has made no secret of wanting to get ahold of Yahoo properties to apply the strategy he has been trying at AOL to get it moving again.

Which is: To become the premiere digital media company.

Which is actually Yahoo’s new motto–although arguably, in word and deed, Armstrong has been much more active in pushing the concept and narrative.

That includes his incessant acquisitions of all kinds of online media properties, including the big fish–the $315 million purchase of the Huffington Post and the coronation of its even-flashier co-founder Arianna Huffington as content chief.

Armstrong has certainly not been averse to the idea of a Yahoo-AOL hookup with him at the top, and has been actively talking to anyone interested in such a deal.

And things could get a lot more interesting if AOL linked with a bigger strategic partner, such as News Corp. or Disney or even Google, Armstrong’s former stomping grounds.

Still, wishing does not make it so, especially with a much smaller and weaker set of assets than Yahoo and a still poor record on goosing its advertising sales.

AOL’s stock is down 30 percent year over year, as investors still worry about Armstrong’s ability to turn the company around, which kind of puts him in the same situation as Bartz.

“AOL is waiting under the hoop for whatever happens, which is a good place to be,” said one person close to the situation. “Why not?”

Why not, indeed–so, let the games begin.

Today and tomorrow, Yahoo’s directors are gathering here in Silicon Valley for one of their regular meetings that take place over the course of the year.

While board meetings in general are usually pretty dull affairs–and Yahoo’s, in particular, are typically glacial ones–there is a lot on the plates of those with purview over the machinations of the long-struggling Silicon Valley Internet giant.

Here’s a primer of what might (and might not) be happening, according to sources, of course, as Yahoo continues on its quest to reinvigorate itself–a journey that is beginning to make Siddhartha’s transformation into Buddha enlightenment look speedy.

A Yahoo spokeswoman declined to comment on anything below, although I did run it all by them.

The U-Shaped Turnaround

At Yahoo’s recent sales meeting in San Antonio, CEO Carol Bartz went all Sesame Street on the troops, using the letter “U” as an illustration to indicate where in the cycle the company was in its turnaround.

Apparently, just on the other side of the very bottom of the letter, heading inevitably upward.

Her argument was that the company has finally cleaned up its platform mess and its confusing corporate structure, and that its display and search advertising business is now recovering nicely.

All true, except there are some other key issues, such as the slowness of the search and online advertising partnership with Microsoft to make some serious hay.

In fact, although its display business will show a definite strong recovery in Yahoo’s quarterly results next week, its search business–both in market share and revenue per search (RPS)–has, as one person close to the situation put it succintly, “fallen off the cliff.”

That’s due, in part, to getting the new system with Microsoft delivering better results, which is not happening yet (if ever!).

In this quarter, Microsoft has honored its contractual guarantees and will make up the difference–which will result in masking the magnitude of the RPS loss. It’s a worrisome trend to watch.

The Asia Situation

Yahoo and its Asian partners are still mulling over various options regarding the company’s large ownership stakes there.

What is happening with its share in China’s Alibaba Group, according to sources, is precisely nothing right now, as has been made clear in recent comments by its CEO and co-founder Jack Ma.

“If you cannot make the business cool, you have no right to be angry with me,” said Ma in an article in Forbes published this week, referring to Yahoo. “I just don’t trust them…I’ve been working with them for years, and I’m disappointed.”

Relations between Ma and Bartz, sources said, remain as bad as ever, and even the normally close one between Ma and Yahoo co-founder Jerry Yang is strained.

Plus, Ma told Forbes, as he has said before, Alibaba is not taking its auction site, Taobao, public–leaving Yahoo in possession of an appreciating but decidedly private asset.

Japan is a different story, with the disposition of Yahoo’s stake in Yahoo! Japan the subject of long and continuing negotiations for a while now.

While the earthquake and tsunami crisis there did slow discussions down, there is still active recent movement about a variety of cashing-out scenarios, all of which have massive tax and regulatory issues.

Without boring you with the specifics, one option is to create a tracking stock, another a spin-off of the asset and still another some sort of stock trade.

But no matter what happens, Yahoo will have to pay some sort of taxes on its 35 percent stake in Yahoo! Japan, now worth $8 billion.

But if its CFO Tim Morse–the key figure working on the deal–can pull it off, what will Yahoo do with all that money?

Acquisition Guns Blazing? Or Sputtering?

In a recent forum in Silicon Valley, one of its M&A minions said Yahoo had its “guns blazing” with regard to acquisition activity in 2011, as deliciously reported in The Wall Street Journal, despite the company’s lackluster acquisition record.

Sources said the exec had his ears soundly boxed by his managers for the dopey remarks, since Yahoo has had such a lackluster record in the arena–especially compared to others.

And, oh yes, Yahoo’s M&A head just decamped to gaming phenom Zynga.

That aside, Yahoo should be deep in the market for hot start-ups to help revive its innovative spirit, but it remains hindered by a continued reluctance by new start-ups to join it and by its reputation for being a place where entrepreneurs go to die.

That certainly could change at any time with the right execs in place, but Yahoo is competing with a plethora of more exciting companies and also a seemingly endless venture capital gusher of cash of late.

While it is the board’s job to approve acquisitions and not source them, perhaps it is its job to pressure Bartz and other execs to get off the stick and hit at least one of the targets Yahoo aims at.

Targets are plentiful in advertising, content and even social, with many start-ups playing right into a lot of arenas Yahoo needs some help.

And help it does need as talent keeps walking out the door daily, mostly to hotter prospects such as Zynga and social buying sites Groupon and LivingSocial.

There is no question it is hard for any large company to hold onto top staff when there are so many enticing bonbons out there as options, but it can be done.

One good thing: Its newish head of product Blake Irving and head of U.S. media and advertising Ross Levinsohn seem to be playing well together and are setting a tone of stability that is much needed.

Enter the Kenny

That said, there remains endless swirl, especially with key investors, about the performance of its CEO.

While she started off as a publicly in-your-face exec, Bartz has definitely stepped out of the limelight of late, as her pugnacious manner started to irritate Wall Street and others.

It was a good idea, since it has taken the focus off the lack of stock and revenue progress she had loudly promised.

Still, Yahoo shares have continued to stay locked in the mid-teens, as investors wait for some sign that Bartz’s turnaround has worked.

The entrance of its spanking new director, Akamai President David Kenny, has further increased speculation about management and board changes at Yahoo.

This is Kenny’s first board meeting, but this well-connected newbie is someone who is clearly going to rise quickly to the top of decision-making at Yahoo.

That’s because the smooth and well-liked Kenny, who also has deep advertising experience as founder of the Digitas agency, has a long relationship with Yahoo and also with Yang.

He also now has much more tech cred as a leader of one of the Internet’s most important infrastructure companies, with a ton of regular contacts with media giants, ad networks and video providers that are Akamai’s clients.

In other words, Kenny (pictured here) is the full package of ad and tech experience that would make him an obvious Yahoo CEO candidate when Bartz’s contract is up in early 2013, if not before.

He’s also the person most likely to take over for longtime BoomTown punching bag Roy Bostock as chairman of the board at some point.

None of this is happening soon, but it is clearly an interesting development.

There are other machinations, of course, from continued interest from private equity players in Yahoo, as well as a variety of takeover scenarios, each more complex than the next.

While often derided as yesterday’s news by the elite of Silicon Valley as on an inevitable downward path, those plots are there because Yahoo remains a stellar brand with consumers worldwide and an Internet property with huge traffic and a big ad business.

In other words, it’s a U that someday maybe could be a V.

After Russia-based Internet investor Digital Sky Technologies got $388 million in a stock-swapping deal with South Africa media giant Naspers–coming after an earlier $300 million investment from China’s Internet behemoth Tencent–BoomTown dialed up DST partner Alexander Tamas in London to interview him about the implications.

This developing international spiderweb of digital and media companies begged the question of what DST might do with all this new dough, especially since it has created quite a splash over the last year investing massive gobs of money in high-profile, social-focused U.S. Internet companies.

That has included, most prominently, social networking powerhouse Facebook, as well as Groupon and Zynga.

Actually, said Tamas, the money is for expansion of DST’s core businesses in Russia, Poland and the Baltics–in email, social networking, gaming and entertainment–at units such as Mail.ru, which was co-owned by Naspers and DST.

In essence, said many analysts, it will simplify its ownership structure, and could eventually lead to an IPO for DST.

For a 30 percent stake in DST and the $388 million, Naspers forked over its 39.3 percent stake in Mail.ru into DST.

“The idea was for us to be able to completely control our Russian portfolio,” said Tamas, part of a series of moves which included its recent purchase of AOL (AOL) instant messaging unit ICQ for $187.5 million in cash. “We wanted 100 percent at one company.”

Also a goal: To better link its services with those in China, owned by Tencent, which invested $300 million in DST in April, giving it just over a 10 percent stake.

Naspers, by the way, owns 35 percent of Tencent.

“It’s a pretty good dialog all around,” said Tamas (pictured here), linking companies with both global and local aspirations.

But it’s the global ambitions that have attracted the most attention to DST of late, which, Tamas noted, created some confusion and unfair maligning of the company.

Interestingly, although it is all mashed up on its Web site, DST itself is not technically the entity that maintains its investments in companies such as Facebook.

That would be DST Global, its international arm which directly hold the stakes. It is not part of the Naspers or Tencent deals.

Of course, both are run by the same people, especially DST CEO Yuri Milner, and DST has a stake in DST Global.

“Initially, DST did fund those transactions,” said Tamas. “But we wanted to separate these investments from the Internet company to give investors the clearer differentiation.”

As to its future investments, Tamas said the company will likely fund start-ups that “check the boxes,” including exponential growth and social virality.

That means only two investments annually, as opposed to 10.

He also said DST would continue to fork over large sums–its invested well over $100 million in each of its U.S. deals.

“There is a perception that we pay high prices,” admitted Tamas, who noted its Facebook investment is now valued at much more. “But we have a global outlook on what we are investing in.”

DST is also a believer in getting some of that financing in the hands of founders and early investors, since it relieves financial pressure to sell or go public before a start-up’s time.

“We want to give the companies we invest in a year or two run,” said Tamas. “That is the sweet spot.”

He said, after its U.S. flirtation, that DST is now looking more in Asia and Europe.

But, even with its expansion and getting investments from well-known media giant such as Naspers, Tamas said he is not sure DST can shake the continued questions about the sources of its funding, especially given some of its initial investors are clearly part of the much-maligned Russian business oligarchy.

“We always have to explain and justify all of Russia,” said Tamas defensively. “Obviously, Naspers did its due diligence, as have others, and they feel comfortable with DST.”

Still, Russian issues will remain a concern for the long term. As noted in a recent report by Bank of America (BAC) investment unit Merrill Lynch, for example, on the Naspers-DST deal:

“We are also concerned that DST’s dominance in the Russian internet space (close to 70% market/mind share) may attract the scrutiny of the Russian government. The precedent with the other leading Russian internet company Yandex, when the government got a veto on sale or a golden share, signals that the government may not welcome a full takeover of DST by Naspers or Tencent.”

“We know the issues,” said Tamas. “But the best digital companies going forward are going to have to understand and operate in different parts of the world that are not just in Silicon Valley.”

Great news for the open-source community and for the long-suffering Novell (NOVL), which has been battling SCO for quite some time now.

“Novell is very pleased with the jury’s decision confirming Novell’s ownership of the Unix copyrights, which SCO had asserted to own in its attack on Linux,” the company said in a statement. “Novell remains committed to promoting Linux, including by defending Linux on the intellectual property front.”

Which is great, because SCO, while obviously struck low by today’s verdict, evidently intends to forge on with its suit against IBM (IBM), which it also claims misappropriated Unix and built it into Linux. Former U.S. District Judge Edward Cahn, the trustee for SCO’s bankruptcy, told the Salt Lake Tribune that the jury decision will not dissuade it from pursuing its lawsuit against Big Blue. Said Cahn: “The copyright claims are gone, but we have other claims based on contracts.”

Astonishing. As I wrote of SCO back in 2004:

“There’s a scene at the end of Martin Scorsese’s remake of ‘Cape Fear’ in which villain Max Cady, having been shot, stabbed, burned and beaten, continues to threaten his victims even as he’s drowning, handcuffed to a sinking houseboat. I think of that scene every time I read that SCO has filed another motion in its ill-starred copyright infringement suits.”

But there’s one more company at the end of that oblique line of ownership: Intellectual Ventures, an “invention capital firm” or patent troll, depending on your views on innovation and intellectual property.

Over the past few days, multiple sources with knowledge of the patent have told me it is owned by Intellectual Ventures. And now Intellectual Ventures has confirmed this. The company operates Memscom LLC, which operates Durham Logistics LLC, and through Durham, owns patent #7,679,604.

According to intellectual property consulting firm Avancept, Intellectual Ventures is linked to some 1,110 shell companies and affiliated entities. Evidently, Memscom and Durham Logistics are two of them.

Patent #7,679,604 is just one of many that Intellectual Ventures owns through that pair of LLCs. The U.S. Patent and Trade Office lists 29 patents and patent applications assigned to Durham Logistics (see list below; click to enlarge), all of which were first developed by ArrayComm, the wireless communications software company founded by cellphone pioneer Marty Cooper.

Among them, #6,834,249, a motion-control patent nearly identical to #7,679,604, that was granted in 2004 after a 2001 application and would seem to predate many of the motion-sensing smartphones currently on the market.

What does Intellectual Ventures intend to do with these patents? Well, that’s obvious, isn’t it? Said an Intellectual Ventures spokesperson: “We don’t currently have specific plans to announce regarding any asset(s) in particular, but we are actively talking with customers about licensing our invention portfolio on fair and reasonable terms.”

COMPLETE COVERAGE:

• New Motion Control Patent Could Shake Up Smartphone Industry
• Smartphone Motion Patent’s Authors Are Google, Apple Engineers
• Confirmed: Intellectual Ventures Owns Smartphone Motion-Control Patent

The trial begins bright and early tomorrow morning in Delaware between online auction giant eBay and Web classified kingpin craigslist.

Since BoomTown is in a “Paper Chase” mood, I expect everyone to bone up on the legal issues of the Silicon Valley faceoff by reading the pretrial briefs below.

If not, as John Houseman playing Professor Charles Kingfield, said so memorably: “Here is a dime. Take it, call your mother, and tell her there is serious doubt about you ever becoming a lawyer.”

To review, here are the particulars of the case:

Fact: eBay holds a minority ownership position in craigslist (which was its first mistake, really).

Currently, the San Jose, Calif.-based eBay (EBAY) owns less than 25 percent, although it had acquired about 28 percent in a deal in 2004.

That dilution is what’s at stake here, with eBay filing a lawsuit last year against the privately held craigslist for making that happen, via a “coercive plan,” by issuing more stock and thereby causing eBay to lose its board seat.

Of course, craiglist has put forth its own lawsuit in San Francisco, alleging that eBay stole confidential information to create a competing classified service called Kijiji, and other misdeeds.

First up tomorrow will be former eBay CEO Meg Whitman–who is running for the Republican nomination for California governor and who takes the stand to talk about the original deal with craiglist.

She will be followed by eBay founder Pierre Omidyar and others.

So, here are the prebriefs from both companies to consider:

Pretrial brief for craigslist:

craigslist pre-brief –

Pretrial brief for eBay:

eBay_PTB_redacted –

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?

In a week, the entire advertising sales staff of MySpace will gather at a swanky new seaside resort about 20 miles south of Los Angeles to get a first glimpse of the fresh direction the company is preparing to take under its new management.

The beleaguered social networking site has been in the midst of an effort to reinvigorate its image, spur innovation in its product and–most of all–pull itself out of a too-long slump, even as longtime rival Facebook has seen explosive growth.

Now, with a new team of execs, the News Corp. (NWS) property is putting the finishing touches on a master plan, which will include a new redesign of its hopelessly messy interface and doubling down on a product strategy that will center on, said one source, “what we own”–namely, music and entertainment.

On the agenda, aptly enough, for the 150 ad sales employees, who will gather at Terranea in Palos Verdes, is Ben Sherwood, author of “The Survivors Club: The Secrets and Science That Could Save Your Life,” and founder of a Web site of the same name that describes itself as “the place for surviving and thriving.”

Also coming to the meeting will be several bands that have successfully leveraged MySpace as a platform, to talk about their experiences and to play for the crowd.

And, perhaps most importantly, the group might also get to meet its new boss by then, as several sources close to the situation said that MySpace has settled on an exec to fill the key job of running its ad business.

While it is unclear if the deal is completely done, sources said MySpace management will announce the pick this week.

Sources added that MySpace has been particularly interested in one exec from Viacom (VIA) and another from Microsoft (MSFT).

While the sources would not name the Viacom exec, several pointed to Keith Lorizio, Microsoft VP of U.S. sales, as someone MySpace has been targeting.

In late August, MySpace sales and marketing head Jeff Berman left the company as MySpace hired MediaLink, a New York- and Los Angeles-based media consultancy, to help get its ad sales business back on track.

That effort has been led by MediaLink President Wenda Millard, who is well known in the ad industry and was longtime leader of the ad sales force at Yahoo (YHOO).

Getting an experienced top ad exec in place will round out a recent spate of new hiring by MySpace, including a new CTO, Alex Maghen, who moved over from its MySpace Music joint venture, and a new CFO, Mark Rosenbaum.

This has been part of a wholesale flushing out of most of the top execs who worked under co-founder and former CEO Chris DeWolfe by new CEO Owen Van Natta.

Van Natta, along with COO Michael Jones and Chief Product Officer Jason Hirschhorn, have been squirreled away since late April, working at cleaning up the company by replacing management, restructuring its various units and cutting costs, including massive layoffs.

They have also been trying to come up with a plan to differentiate MySpace from Facebook, a good strategy since it is now well-nigh impossible for the Beverly Hills-based MySpace to catch up with the Palo Alto, Calif.-based Facebook’s galloping growth.

While the whole new offering will not be rolled out prominently until at least the first quarter of next year, said several sources, some changes will begin sooner, including a gradual redesign of the site.

Under the new plan, said several sources, the main idea will be to shift the focus to engagement over sheer audience numbers. While MySpace is still huge, with about 70 million monthly U.S. visitors, increasing how much time they spend on the site is the goal.

“It’s not like numbers are not important, but the better metric for MySpace will be how involved users are,” said one person close to the situation. “MySpace needs to win on minutes.”

And, rather than the wider and more scattershot approach of past years, the new direction being stressed is more scalable and focused.

“It is not about getting everyone and their mothers on MySpace,” said a source, “but about being a better site to those here.”

That will include stressing “ownership” of online categories, which for MySpace are music and entertainment, with the hope that advertisers will be attracted to more engaged users.

Unlike Facebook, which is often described as a utility platform for communications between friends, sources said MySpace will be aimed more at being a platform for communities of interest.

That includes using tools from other companies, such as MySpace’s recent two-way synch with Twitter, the hot microblogging service, to link those communities.

Presumably, the company’s August purchase of iLike, the social music start-up, is also part of that plan.

“Instead of the ability to just connect friend to friend in a single social graph, this will be about connecting a person to their communities of passion and interest and to others like them anywhere,” said one source.

Music is the obvious key leverage point, the still-bright spot of MySpace, followed by adding big entertainment categories like movies, television, gaming, video and other pop culture arenas.

(BoomTown request: Become the HQ for “Gossip Girl” addicts, um, fans, and I am so there.)

“MySpace should represent pop culture online to customers and advertisers,” said one source. “The core strength has always been music and that is where the site will really excel, because it binds customers to the service.”

The even heavier music focus on the main juggernaut site, noted several sources, does create an odd situation with MySpace Music, the separate joint venture the site has with music labels to create a massive music community.

While sources do not think News Corp. will attempt to suck MySpace Music back into the main site, due to the complex partnership issues, the idea is to make them even more deeply integrated and to sell them to advertisers as one powerful marketing message.

In any case, several sources noted that one of the most successful parts of the new plan has been to convince News Corp. leaders that MySpace does not have to beat Facebook to be successful.

Sooner than later, of course, MySpace has to do just that.

Will it work? Who knows, but said one source close to the situation quite correctly:

“There is no silver bullet for MySpace–it just has to climb back step by step.”

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

Union Square was the lead investor in Twitter’s first funding round in July 2007, and participated in subsequent rounds in May 2008 and February of this year. In that last round, Union Square said it was re-upping “to maintain our ownership position.”

What happened this round?

Union Square partner Fred Wilson, who is a Twitter board member and a tireless Twitter advocate (and Twitterer) declined to comment. So I’ll hazard an Occam’s Razor guess: The $1 billion valuation that Twitter achieved in this round priced out Wilson’s fund.

If that’s the case, it’s a high-class problem to have. Union Square is a relatively small venture player (the two funds it manages have a total commitment of $281 million). It specializes in early-round investing in which the bets are comparatively low stakes–a few million dollars here and there. If things go well, those bets are enough to get the company to an exit–in the old days, that meant an IPO, these days, a sale to Microsoft (MSFT), Yahoo (YHOO) or Google (GOOG).

But as the valuations increase, so do the amounts a start-up’s investors need to pay to keep their ownership stake, which is why angels and other early investors usually drop away. A player Union Square’s size can play up to a point, but then has to step aside or it would end up with most of its portfolio invested in a single company.

In order to re-up at this level, Union Square would have needed to make a much larger bet than it is used to making, and perhaps more than it is able to make. The new round, which raised $100 million, is nearly twice as much as the $55 million Twitter had raised to date. Which means Union Square’s bet would likely have to double as well.

[Image credit: Steve Jurvetson]

If the court’s decision holds up, it could well start another round of dealmaking similar to the one we saw at the beginning of this decade in which the industry consolidated to about half a dozen major players.

Reuters:

“The commission has failed to demonstrate that allowing a cable operator to serve more than 30 percent of all cable subscribers would threaten to reduce either competition or diversity in programming,” the court said.

The judges pointed to rising competition among video providers, including satellite companies like DirecTV Group Inc, as well as telephone companies like AT&T Inc and Verizon Communications Inc, which have been rolling out their own subscription television services.

“Cable operators, therefore, no longer have the bottleneck power over programming that concerned the Congress in 1992.” the court said. The FCC’s cable ownership limit has been the focus of court challenges for years.

As Reuters points out, new FCC Chairman Julius Genachowski can try to appeal the decision or try to write a new one. But if the cap stays off, we’re likely to see another round of combinations, or attempted combinations, at the very least.

Lots of handicappers have already been expecting big cable operators like Comcast (CMCSA) to make a run at programming assets, as it did with Disney (DIS) years ago. But what if the company deploy its assets to bulk up with more subscribers instead? Investors in Cablevision (CVC), the smallish, New York-based cable system that is a perpetual supposed takeover target that never gets taken over, like the idea: CVC shares are climbing modestly in a flat market.

Here’s Time Warner CEO Jeff Bewkes’s Memo on the AOL spinoff, which was approved by the media giant’s board last night and announced this morning.

BoomTown reported a lot of the deep details of the new structure of the online unit, which sweeps aside the previous one and includes a new venture unit.

Here’s the memo:

May 28, 2009

To: Time Warner Colleagues

From: Jeff Bewkes

Subject: Time Warner Announces Plan to Separate AOL

As you know, we’ve been working with AOL’s new management to move that company into the next phase of its evolution. To that end, we’ve been discussing the optimal ownership structure to enable AOL to fully realize its potential as a global Web services company. This morning, we announced that our Board of Directors has authorized management to proceed with plans for the complete legal and structural separation of AOL from Time Warner. Following the proposed transaction, which we aim to complete around the end of the year, AOL would be an independent, publicly traded company.

We believe that a separation will place both Time Warner and AOL in the best position to succeed, with greater operational and strategic flexibility. As an independent company, AOL should be a stronger competitor that is better able to deliver new and innovative products and services. At the same time, the separation will be another important step in the process we began last year of refocusing Time Warner to an even greater degree on our core content businesses.

For additional details about the proposed transaction, please click here to read the press release. I know you will have questions about this separation and how it may affect you and our company. We will provide more information as it becomes available over the coming months.

In the meantime, I’d like to thank the management and employees of AOL for the many contributions they have made, and continue to make, to our company. I’d also like to thank all Time Warner employees for your hard work and dedication. We’re making great progress toward our goals of building Time Warner into the world’s leading content company and improving our stockholders’ returns. With your continued support, I’m confident we have a bright future.