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	<title>AllThingsD &#187; Ron Burkle</title>
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		  <title>All Things Digital</title>
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		<title>Sean Parker, Music Mogul? Facebook Billionaire Mulling Warner Music Bid</title>
		<link>http://allthingsd.com/20110311/sean-parker-music-mogul-facebook-billionaire-mulling-warner-music-bid/</link>
		<comments>http://allthingsd.com/20110311/sean-parker-music-mogul-facebook-billionaire-mulling-warner-music-bid/#comments</comments>
		<pubDate>Sat, 12 Mar 2011 00:48:20 +0000</pubDate>
		<dc:creator>Peter Kafka</dc:creator>
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		<guid isPermaLink="false">http://mediamemo.allthingsd.com/?p=30639</guid>
		<description><![CDATA[More than a decade ago, Sean Parker helped create Napster, which kicked off the long and steep decline of the big music labels. Soon he might own part of one.]]></description>
			<content:encoded><![CDATA[<p><a href="http://mediamemo.allthingsd.com/files/2011/03/sean-parker.jpeg"><img class="alignright size-full wp-image-30655" title="sean parker" src="http://mediamemo.allthingsd.com/files/2011/03/sean-parker.jpeg" alt="" width="200" height="300" /></a>Sean Parker helped create Napster, which kicked off the long and steep decline of the big music labels. Soon he might own part of one.</p>
<p>The digital entrepreneur is considering putting his money into a consortium bidding on Warner Music Group,<a href="http://mediamemo.allthingsd.com/20110120/is-warner-music-a-buyer-or-a-seller-goldman-sachs-saysyes/"> which put itself on the block</a> earlier this year. Sources tell me that Parker isn&#8217;t part of the formal bid, but is aligned with a group led by investors Ron Burkle and Doug Teitelbaum.</p>
<p>Given that Warner&#8217;s owners are expecting to fetch $2.5 billion or more for the company, Parker&#8217;s own capital wouldn&#8217;t be material to the Burkle-Teitelbaum bid. (Burkle, a billionaire who made his first fortune in the supermarket business, invests via his Yucaipa holding company; Teitelbaum helps run hedge fund Bay Harbour Management.)</p>
<p>But Parker&#8217;s interest in the music company, expressed in a letter Burkle&#8217;s deal team submitted to Warner&#8217;s bankers at the beginning of the bidding process, is still very interesting. Here&#8217;s a wonderkid who made his money and reputation via bits and bytes, putting his cash &#8212; and, presumably, some of his insight &#8212; in a media business that still makes most of its money selling analog goods.</p>
<p>Parker famously helped found Napster in 1999, moved onto address book startup Plaxo and helped guide Facebook in its early days. That move gave him an equity stake in the company, and enough money to do whatever he wants (<a href="http://www.forbes.com/profile/sean-parker-2">Forbes pegs his net worth at $1.6 billion</a>, and that estimate may be low). Most recently he&#8217;s been working, as an adviser and investor, with Spotify, the streaming music service.</p>
<p><a href="http://mediamemo.allthingsd.com/20110307/spotify-toots-its-own-horn-one-million-paying-subscribers/">Spotify is a big deal</a> in Europe, where it has a million paying subscribers and 7 million active users. But it has yet to land in the U.S., because it hasn&#8217;t come to term with two of the big music labels &#8212; Universal Music Group and Warner.</p>
<p>I&#8217;ve heard a couple people suggest that Parker is trying to buy the label in order to get that deal done. But that theory doesn&#8217;t make much sense, because there are much cheaper ways to get Warner to license its music.</p>
<p>Easier conclusion: Parker believes that intellectual property &#8212; in this case, Warner&#8217;s catalog &#8212; is undervalued, in part because of the digital revolution he helped usher in more than a decade ago.</p>
<p>In any case, Parker&#8217;s interest may end up being academic. Burkle and Teitlebaum are one of at least five bidders trying to buy all or part of Warner. The music label, which is controlled by a consortium of private equity investors, expects to make a decision on its sale in the next few weeks.</p>
<p>[Image via <a href="http://en.wikipedia.org/wiki/File:Sean-parker2.jpg">Wikipedia</a>]</p>
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		<title>Burkle to Leave Yahoo Board&#8211;Is Bartz Solidifying Control (And Is Bostock Next)?</title>
		<link>http://allthingsd.com/20100216/burkle-off-yahoo-board-as-bartz-solidifies-control-is-bostock-next/</link>
		<comments>http://allthingsd.com/20100216/burkle-off-yahoo-board-as-bartz-solidifies-control-is-bostock-next/#comments</comments>
		<pubDate>Tue, 16 Feb 2010 21:53:43 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=24502</guid>
		<description><![CDATA[Like victims in the thriller, "Ten Little Indians," the directors of Yahoo involved in its Microsoft takeover debacle are moving off its board.

Today, it's billionaire businessman Ron Burkle doing the leaving, after serving since 2001, when he was brought onto the Internet giant's board by former CEO Terry Semel.

He's the third director to depart since CEO Carol Bartz took over a little more than a year ago.]]></description>
			<content:encoded><![CDATA[<p><img src="http://kara.allthingsd.com/files/2010/02/1025burkle-214x300.jpg" alt="" title="1025burkle" width="214" height="300" class="alignright size-medium wp-image-24504" /></p>
<p>Like victims in the thriller, &#8220;Ten Little Indians,&#8221; the directors of Yahoo involved in its Microsoft takeover debacle are moving off its board.</p>
<p>Today, it&#8217;s billionaire businessman Ron Burkle (pictured here) doing the leaving, after serving since 2001, when he was brought onto the Internet giant&#8217;s board by former CEO Terry Semel.</p>
<p>So far under the tenure of CEO Carol Bartz, who came to Yahoo (YHOO) in January 2009, <a href="http://kara.allthingsd.com/20091023/goodbye-to-all-that-icahn-leaves-yahoo-board">Carl Icahn</a>, the activist shareholder who was also a big player in the MicroHoo fight, departed in late October 2009.</p>
<p>(Icahn has since been dumping Yahoo shares, which reached  a high of 75 million and are now at about 12 million, as <a href="http://digitaldaily.allthingsd.com/20100216/icahn-cans-yahoo/">reported by Digital Daily&#8217;s John Paczkowski</a> earlier today.)</p>
<p>In addition, <a href="http://kara.allthingsd.com/20090925/yahoo-loses-board-member-wilderotter-to-resign">Maggie Wilderotter</a>&#8211;who was once thought to be a candidate for Yahoo&#8217;s CEO job after former CEO and co-founder Jerry Yang stepped down&#8211;left in late September 2009.</p>
<p>Yahoo <a href="http://yhoo.client.shareholder.com/releasedetail.cfm?ReleaseID=437793">named Sue James</a>, a former high-ranking Ernst &#038; Young exec, as a new board member in January.</p>
<p>More appointments are likely as Bartz <a href="http://kara.allthingsd.com/20091118/yahoos-bartz-shuffles-the-exec-deck-filling-audience-and-other-top-slots-is-the-board-next-for-a-makeover/">adds directors of her choosing</a>.</p>
<p>Yahoo said in a press release this afternoon that Burkle, who made his giant fortune in the supermarket business, had decided not to stand for re-election at its 2010 annual stockholders&#8217; meeting.</p>
<p>Speaking for BoomTown alone, it is a welcome departure, since it was Burkle, along with <a href="http://kara.allthingsd.com/20090114/yahoos-decker-resigned-with-class-now-chairman-bostock-should-exit-stage-right-too/">Yahoo Chairman Roy Bostock</a>, who was most influential and involved in key decision-making in Yahoo&#8217;s disastrous battle with Microsoft  (MSFT) in 2007 and 2008.</p>
<p>The fight wounded Yahoo badly, both on Wall Street and within the organization, leaving the Silicon Valley icon  struggling to return itself to relevance and growth.</p>
<p>Here is the <a href="http://yhoo.client.shareholder.com/releasedetail.cfm?ReleaseID=445111">full press release from Yahoo</a> about Burkle&#8217;s leaving:</p>
<blockquote class="memo"><p><strong>Yahoo! Announces Ron Burkle Will Not Stand for Re-Election to Board</strong></p>
<p>SUNNYVALE, Calif., Feb 16, 2010&#8211;Yahoo! Inc. (NASDAQ: YHOO) announced today that Ron Burkle has decided not to stand for re-election to the company&#8217;s Board of Directors at its 2010 annual stockholders&#8217; meeting in order to devote more time to his other business interests. Mr. Burkle has served on the company&#8217;s board since November 2001.</p>
<p>&#8220;On behalf of our entire board, I would like to thank Ron for his distinguished service and invaluable contributions to our company and board,&#8221; said Roy Bostock, chairman of Yahoo!&#8217;s Board of Directors. &#8220;Yahoo! and its stockholders have benefited greatly from the counsel, insights and objectivity Ron has brought to the company during his nine years on the board. We wish him well in his future endeavors.&#8221;</p>
<p>&#8220;It has been a great privilege to serve on Yahoo!&#8217;s board and to work with such an outstanding group of people,&#8221; said Ron Burkle, managing partner of The Yucaipa Companies.</p></blockquote>
]]></content:encoded>
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		<title>Liveblogging the 2009 Yahoo Annual Meeting: Carol-tastic!</title>
		<link>http://allthingsd.com/20090625/liveblogging-the-yahoo-annual-meeting-carol-tastic/</link>
		<comments>http://allthingsd.com/20090625/liveblogging-the-yahoo-annual-meeting-carol-tastic/#comments</comments>
		<pubDate>Thu, 25 Jun 2009 17:18:06 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=15064</guid>
		<description><![CDATA[BoomTown is at the lovely Santa Clara Marriott in Silicon Valley at the 2009 Yahoo annual meeting, liveblogging the event, which should be spectacularly dull.

Here is a rundown of what went on.

10:05 am: The meeting kicks off with a little video presentation with various and sundry television talking heads saying "Yahoo" in quick succession.

Actually, this was the year during which all of those hype-magnets repeated "Twitter" so many times that it has began to make my ears bleed.

But I like the spirit of trying to make Yahoo seem relevant and innovative again.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2009/06/boredcat-isbored.jpg"><img src="http://kara.allthingsd.com/files/2009/06/boredcat-isbored-250x187.jpg" alt="boredcat-isbored" title="boredcat-isbored" width="250" height="187" class="alignright size-medium wp-image-15073" /></a></p>
<p>BoomTown is at the lovely Santa Clara Marriott in Silicon Valley at the 2009 Yahoo annual meeting, liveblogging the event, which should be spectacularly dull.</p>
<p>Here is a rundown of what went on.</p>
<p><strong>10:05 am:</strong> The meeting kicked off with a little video presentation with various and sundry television talking heads saying &#8220;Yahoo&#8221; in quick succession.</p>
<p>Actually, this was the year during which all of those hype-magnets repeated &#8220;Twitter&#8221;&#8211;the hottest media trend these days&#8211;so many times that it has began to make my ears bleed.</p>
<p>But I like the spirit of trying to make Yahoo (YHOO) seem relevant and innovative again.</p>
<p>Then, CEO Carol Bartz (pictured below) walked onto the small stage in the California Ballroom, declaring: &#8220;Well, that made me feel good.&#8221;</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/547701959_4qebh-ljpg.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/547701959_4qebh-ljpg-250x166.jpg" alt="547701959_4qebh-ljpg" title="547701959_4qebh-ljpg" width="250" height="166" class="alignleft size-medium wp-image-15094" /></a></p>
<p>Exactly when does Carol <em>not</em> feel good?</p>
<p>She explained why: &#8220;I am having a ball,&#8221; speaking about her rehaul job at Yahoo, and then thanked shareholders after what was &#8220;a tough year last year.&#8221;</p>
<p>The board was introduced, with most of them being present at the meeting, except for Ron Burkle and Carl Icahn.</p>
<p><strong>10:12 am:</strong> General Counsel Mike Callahan comes on with the blah-blah-blah about rules and votes.</p>
<p>I soon started thinking of the lovely breakfast pastries outside that I passed by outside. <em>Drat!</em></p>
<p>This year, the 12-member board, now including Bartz, was up for reelection.</p>
<p>Last year, as you might remember, many of those board members were under siege by shareholder discontent.</p>
<p>Not in 2009. A major shareholder who was unhappy last year told me there would be no protest vote.</p>
<p>&#8220;Carol is doing a good job,&#8221; said the investor.</p>
<p>Yahoo was also asking for approval of its accounting firm, Price Waterhouse.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/vote.jpg"><img src="http://kara.allthingsd.com/files/2009/06/vote-250x252.jpg" alt="vote" title="vote" width="250" height="252" class="alignright size-medium wp-image-15096" /></a></p>
<p>There were several important votes before the shareholders.</p>
<p>One was a standard one regarding executive compensation or a “say on pay” proposal, which was introduced by an outside stockholder.</p>
<p>Yahoo&#8217;s board recommended against it.</p>
<p>Another proposal regarded changes to be made to a 1995 stock plan and to a 1996 employee stock purchase plan.</p>
<p>The latter was most important, because it was a request to authorize more shares for future employee options grants. It will mean a large addition to the pool&#8211;30 million more shares&#8211;if authorized.</p>
<p>The stock will be used to keep valuable Yahoo talent in place. Good idea.</p>
<p><strong>10:23 am:</strong> The floor was then opened for comments on the proposal and ballots were collected.</p>
<p>I was <em>not</em> on the edge of my seat.</p>
<p>Like clockwork or an election in the former Soviet Union, the board was elected, the stock plans approved and Price Waterhouse was in.</p>
<p>The &#8220;say for pay&#8221; proposal? It went down in defeat.</p>
<p>The people have spoken!</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/jerry_yangjpg2.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/jerry_yangjpg2-200x300.jpg" alt="jerry_yangjpg2" title="jerry_yangjpg2" width="200" height="300" class="alignleft size-medium wp-image-15101" /></a></p>
<p><strong>10:29 pm:</strong> Bartz took back the stage, which immediately livened things up.</p>
<p>She went through the history of her coming to Yahoo, which began with former Yahoo CEO and Co-Founder Jerry Yang (pictured here) asking if she was interested in the job at a Cisco (CSCO) board meeting.</p>
<p>Both are on its board.</p>
<p>Bartz also briefly recounted her meeting with Yang at his house, although she minimized the insulting aspect of the story.</p>
<p>She has maximized it in other tellings&#8211;such as in an <a href="http://d7.allthingsd.com/20090618/yahoo-ceo-carol-bartz-the-full-d7-session-unexpurgated">onstage interview with me recently</a> at the <strong>D: All Things Digital</strong> conference.</p>
<p>The basic thrust of the story was that Yahoo was a big mess that needed the Carol treatment.</p>
<p>Bartz, of course, did not stress that as much today. After all, Yang was sitting right in front of her.</p>
<p>Bartz noted that she has been asked about two things since coming on board:</p>
<p>What about a deal with Microsoft? And what the heck is Yahoo anyway?</p>
<p>She had nothing to say about Microsoft (MSFT) and said it would be said publicly only after any such deal was struck.</p>
<p>Actually, she has commented about talks with the software giant publicly many times, but let&#8217;s overlook that.</p>
<p>The Bartz went into the definition of Yahoo. It&#8217;s simple, she said. The largest global online media company. With technology. That everyone knows. Plus email.</p>
<p><strong>10:34 am:</strong> Bartz ran through the new staff she has put in place, such as CMO Elisa Steele and others.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/inf_spacedebrisjpg.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/inf_spacedebrisjpg-250x250.jpg" alt="inf_spacedebrisjpg" title="inf_spacedebrisjpg" width="250" height="250" class="alignright size-medium wp-image-15099" /></a></p>
<p>She then moved onto the top-to-bottom reviews she has been doing of Yahoo.</p>
<p>Including what she dubbed &#8220;space debris,&#8221; which are Yahoo sites that should be shut down, repaired or outsourced.</p>
<p>Bartz&#8217;s tone? Calm and comforting and reassuring&#8211;less the live wire she usually telegraphs and more the I&#8217;m-in-charge-here-so-remain-calm vibe.</p>
<p>She hit all the big targets, for good measure. Front page. Mobile. And, of course, advertising.</p>
<p>&#8220;Yahoo has a distinct opportunity in this area,&#8221; said Bartz, referring to its online display ad business. &#8220;Advertisers come to us.&#8221;</p>
<p>She ended by calling Yahoo a &#8220;home,&#8221; which is <a href="http://kara.allthingsd.com/20090624/exclusive-yahoo-working-on-major-brand-overhaul-please-no-more-yodeling/">one theme the company is considering using as a brand strategy</a> in an massive overhaul it is working on.</p>
<p><strong>10:45 am:</strong> The floor was open for questions.</p>
<p>The first was a good one. Essentially, why is Google (GOOG) such a money machine when Yahoo is not? And why are its workers so much more productive in comparison?</p>
<p>&#8220;We have a very different model than Google,&#8221; said Bartz. &#8220;It has a cleaner process.&#8221;</p>
<p>As in, it is better at vacuuming up the dough!</p>
<p>Bartz, who has been trying mightily to end the Yahoo/Google comparison (smart move!), did not really give an answer.</p>
<p>&#8220;Please, this direct comparison model to Google is not fair and is frankly not relevant,&#8221; she said.</p>
<p>Well, it is actually quite a bit fair and a <em>lot</em> relevant, but we shall also overlook that one too (for now).</p>
<p><strong>10:49 am:</strong> A fan question about how it was good that Bartz has been taking the focus off of the Microsoft issue too.</p>
<p>He also liked that she said she would take piles of money from the software giant, though, in a search partnership deal.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/jon-kate-plus-8-dvdjpg1.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/jon-kate-plus-8-dvdjpg1-221x300.jpg" alt="jon-kate-plus-8-dvdjpg1" title="jon-kate-plus-8-dvdjpg1" width="221" height="300" class="alignleft size-medium wp-image-15108" /></a></p>
<p>Then, the questioner dived right into the weeds, with questions about the front page, such as having too much dopey entertainment news on it.</p>
<p>Especially all that Jon &#038; Kate and their gazillion kids crap!</p>
<p>This is a favorite meme for Bartz, who proceeded to quickly one-up the question by strafing a perfect celebrity target.</p>
<p>&#8220;If I see another Britney Spears item, I am going to throw up,&#8221; she declared in nauseous solidarity.</p>
<p>She then mentioned something called a &#8220;fluffometer,&#8221; which is apparently taking care of this most pressing issue of our time&#8211;the Lindsay Lohan threat.</p>
<p>Will it defluff Yahoo?</p>
<p>Inquiring minds want to know.</p>
<p><strong>10:54 am:</strong> The inevitable China question was asked, of course, a query which has always tripped up previous Yahoo management.</p>
<p>&#8220;It&#8217;s very easy to get crosswise,&#8221; said Bartz, trying not to get crosswise.</p>
<p>She mentioned a recent human rights summit Yahoo had hosted. &#8220;We have actually done a lot, but it is never enough.&#8221;</p>
<p>Well, actually, Yahoo and many others did not do enough previously, but Bartz was pretty much steering clear of the thorny realities of doing business in China.</p>
<p>Then came the &#8220;vision&#8221; question.</p>
<p>Actually, Bartz said it was not about vision, but about growth. &#8220;We don&#8217;t have a vision problem, we have an execution problem,&#8221; she said.</p>
<p>Another question was asked about Internet censorship in China.</p>
<p>&#8220;I&#8217;m going to go real simple here: Yahoo was not incorporated to fix China,&#8221; she said. &#8220;It&#8217;s that simple.&#8221;</p>
<p>Bartz said the company was not going to take on every government in the world and that its &#8220;mistake&#8221;&#8211;referring to activists jailed due to Yahoo handing over information to the Chinese government&#8211;should not hound it forever.</p>
<p>Well, it should, but point taken.</p>
<p>The next question was about Iran and how popular Twitter is. Bartz said Yahoo was also in there.</p>
<p><strong>11:04 am:</strong> A questioner asked about Facebook and why the social networking site was so popular, even though Yahoo had better products.</p>
<p>Bartz said Yahoo was working hard on making those products more social.</p>
<p>The next questioner asked about whether another Google partnership deal with Yahoo could be reborn. That deal went down in defeat last year.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/unclesam.png"><img src="http://kara.allthingsd.com/files/2009/06/unclesam-250x300.png" alt="unclesam" title="unclesam" width="250" height="300" class="alignright size-medium wp-image-15113" /></a></p>
<p>&#8220;Justice is Justice,&#8221; said Bartz, referring to the federal government department&#8217;s opposition to the deal.</p>
<p>As in, you don&#8217;t tug on Superman&#8217;s cape, you don&#8217;t spit into the wind, you don&#8217;t pull the mask off the old Lone Ranger and you don&#8217;t mess around with Uncle Sam.</p>
<p>The next questioner asked about why Yahoo always told shareholders at meetings like this that it was doing great every year and then didn&#8217;t deliver.</p>
<p>Bear with us, said Bartz.</p>
<p>As to selling off its Alibaba assets in China: Not a good time to sell.</p>
<p><strong>11:09 am:</strong> A questioner asked whether Yahoo might buy a newspaper, like the New York Times (NYT).</p>
<p>Yes, that would be a good move&#8211;out of the frying pan into the fire!</p>
<p>I was sitting right next to one of its reporters, Miguel Helft. No comment!</p>
<p>Bartz then thanked the Yahoo shareholders for having faith.</p>
<p>As I said, it was Bartz&#8217;s first annual meeting. But, for Yahoo investors over the last several years, having a lot of faith&#8211;too often tested&#8211;kind of comes with the territory.</p>
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		<title>Glass Lewis Half Empty</title>
		<link>http://allthingsd.com/20080724/glasslewis/</link>
		<comments>http://allthingsd.com/20080724/glasslewis/#comments</comments>
		<pubDate>Thu, 24 Jul 2008 15:28:58 +0000</pubDate>
		<dc:creator>John Paczkowski</dc:creator>
				<category><![CDATA[News]]></category>
		<category><![CDATA[Arthur Kern]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[compensation committee]]></category>
		<category><![CDATA[Egan-Jones Proxy Services]]></category>
		<category><![CDATA[Glass Lewis & Co.]]></category>
		<category><![CDATA[Icahn Capital]]></category>
		<category><![CDATA[Icahn Enterprises]]></category>
		<category><![CDATA[John Paczkowski]]></category>
		<category><![CDATA[proxy services]]></category>
		<category><![CDATA[Ron Burkle]]></category>
		<category><![CDATA[Roy Bostock]]></category>
		<category><![CDATA[Yahoo]]></category>

		<guid isPermaLink="false">http://digitaldaily.allthingsd.com/?p=2864</guid>
		<description><![CDATA[Differences of opinion make the financial markets go round. And it would appear that we have some strong ones among the proxy services advising Yahoo shareholders on how to vote at the upcoming election of Yahoo’s board members.]]></description>
			<content:encoded><![CDATA[<p><img src="http://digitaldaily.allthingsd.com/files/2008/07/push_to_exit-300x213.jpg" alt="" title="push_to_exit" width="200" height="113" class="alignright size-medium wp-image-2865" />Differences of opinion are what make the financial markets go round. And it would appear that we have some strong ones among the proxy services advising Yahoo shareholders on how to vote at the upcoming election of Yahoo&#8217;s board members. This week <a href="http://money.cnn.com/news/newsfeeds/articles/djf500/200807231935DOWJONESDJONLINE000888_FORTUNE5.htm">Egan-Jones Proxy Services threw its support behind all eight board members</a> up for re-election at Yahoo&#8217;s Aug. 1 shareholder meeting, arguing that all are qualified for the job.</p>
<p>Glass Lewis &#038; Co., however, does not share that opinion. In a report issued Wednesday, the proxy advisory firm recommended getting rid of three Yahoo (YHOO) directors: Chairman Roy Bostock and directors Ron Burkle and Arthur Kern. All three sit on the company&#8217;s compensation committee, of which Glass Lewis seems to take a very dim view. From the Glass Lewis report:</p>
<blockquote><p>
Nominees BOSTOCK, BURKLE and KERN all served as members of the compensation committee in fiscal year 2007, during which time the Company paid more compensation to its top executives but performed worse than its peers. The members of the compensation committee have the responsibility of reviewing all aspects of the compensation program for the Company&#8217;s executive officers. It appears to us that members of this committee have not effectively served shareholders in this regard. Further, we are concerned that the committee approved the adoption of the Change in Control Severance Plans with potential brobdingnagian payouts, potentially discouraging a takeover.</p>
<p>Additionally, Mr. Bostock serves as chairman of the nominating and corporate governance committee. At last year&#8217;s annual meeting, Messrs. Bostock, Burkle and Kern each received over a 31 percent vote against their re-election. In our 2007 Proxy Paper, we recommended voting against each of these directors due to the Company&#8217;s excessive compensation practices. We believe this raises concerns about whether the nominating and corporate governance committee is fulfilling its duty to shareholders, considering that all three directors remain on the board. Moreover, we find it disconcerting that Messrs. Bostock and Kern continue to serve on the committee charged with overseeing governance issues for the Company.&#8221;
</p></blockquote>
<p>It&#8217;s worth noting, as well, that Glass Lewis was not without concerns about Carl Icahn. In its report, the advisory service noted:</p>
<blockquote><p>
Carl Icahn, chairman of Icahn Enterprises G.P. and CEO of Icahn Capital LP, currently serves on a total of seven public company boards. His total number of directorships will expand to eight once he is appointed to Yahoo&#8217;s board. We believe that the time commitment required by this number of board memberships may preclude Mr. Icahn from fulfilling his responsibilities to this Company&#8217;s shareholders. We believe shareholders should monitor Mr. Icahn&#8217;s ability to devote sufficient time and attention to the Company.&#8221;
</p></blockquote>
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		<title>When Will Microsoft Bust A(nother) Move?</title>
		<link>http://allthingsd.com/20080723/when-will-microsoft-bust-another-move/</link>
		<comments>http://allthingsd.com/20080723/when-will-microsoft-bust-another-move/#comments</comments>
		<pubDate>Wed, 23 Jul 2008 08:12:14 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Media]]></category>
		<category><![CDATA[News]]></category>
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		<category><![CDATA[AOL]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Bust A Move]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[fight]]></category>
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		<category><![CDATA[Google]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[ISS Governance Services]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[proxy]]></category>
		<category><![CDATA[Proxy Governance]]></category>
		<category><![CDATA[Ron Burkle]]></category>
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		<category><![CDATA[search]]></category>
		<category><![CDATA[Steve Ballmer]]></category>
		<category><![CDATA[video]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[Young MC]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2401</guid>
		<description><![CDATA[Is Microsoft about to make another move on Yahoo? Or perhaps on AOL? Or is it just getting ready to articulate strategic plans for getting serious about the online search business on its own at its financial analysts' meeting tomorrow morning?

Or perhaps--and this might be the best strategy for the moment--the software giant is actually managing to stifle itself and wait to return to the playing field when things settle down a little bit.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/07/bust-a-move-1.jpg"><img src="http://kara.allthingsd.com/files/2008/07/bust-a-move-1-300x223.jpg" alt="" title="bust-a-move-1" width="250" height="175" class="alignright size-medium wp-image-2402" /></a></p>
<p>Is Microsoft about to make another move on Yahoo? Or perhaps on AOL? Or is it just getting ready to articulate strategic plans for getting serious about the online search business on its own at its <a href="http://www.microsoft.com/msft/default.mspx">financial analysts&#8217; tomorrow morning</a>?</p>
<p>Or perhaps&#8211;and this might be the best strategy for the moment&#8211;the software giant is actually managing to stifle itself and wait to return to the playing field when things settle down a little bit.</p>
<p>One thing is clear: Microsoft (MSFT) has got to be plenty irked that its efforts have been vexed once again, this time by by the proxy fight settlement its one-time takeover quarry, Yahoo (YHOO), made earlier this week with activist investor Carl Icahn.</p>
<p><span id="more-68363"></span></p>
<p>Icahn had been working in concert with Microsoft to pressure Yahoo into striking a deal to sell its its search business.</p>
<p>That attempt failed badly and, in fact, the repercussions of the failure sent Icahn right into Yahoo&#8217;s arms.</p>
<p>By no means does this mean that Microsoft&#8217;s persistent interest in grabbing Yahoo&#8217;s search assets has gone away&#8211;no matter all the noise, Microsoft would get a great boost from controlling the No. 2 player&#8217;s market share in search.</p>
<p>Even those inside Microsoft have long regarded Yahoo as an &#8220;accelerant&#8221; to its long-term strategy of building a large-scale business in online advertising.</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/417px-the_tortoise_and_the_hare_-_project_gutenberg_etext_19994.jpg"><img src="http://kara.allthingsd.com/files/2008/07/417px-the_tortoise_and_the_hare_-_project_gutenberg_etext_19994-208x300.jpg" alt="" title="417px-the_tortoise_and_the_hare_-_project_gutenberg_etext_19994" width="208" height="300" class="alignleft size-medium wp-image-2403" /></a></p>
<p>But, as one source said, &#8220;it is now a game of timing and it&#8217;s probably better to be a tortoise than a hare here.&#8221;</p>
<p>While most do not expect Microsoft to make another bid for all of Yahoo, it is likely that the company will again try to rejigger its proposal for buying Yahoo&#8217;s search business after Yahoo seats its new board, which will include Icahn and two others of his choosing (with Yahoo&#8217;s consent).</p>
<p>Since Yahoo can no longer use Icahn as a reason for rebuffing Microsoft&#8217;s latest proposal to buy its search business, it will have to rely on its other major argument against such a purchase&#8211;that Microsoft is still not paying enough for an asset it must have.</p>
<p>A source close to Yahoo&#8217;s thinking said that even the generous $20 billion revenue guarantee in Microsoft&#8217;s latest bid was too low, because Microsoft is basing it on the assumption that Yahoo&#8217;s search business is declining.</p>
<p>And while Yahoo&#8217;s search business is not growing like gangbusters, especially compared with Google (GOOG), it is still growing, and Yahoo wants Microsoft to pay up on that basis.</p>
<p>In addition, Yahoo wants a premium for the regulatory and integration headaches such a deal would entail. &#8220;They have to better compensate us for buying something they want and we don&#8217;t have to sell,&#8221; said one Yahoo source.</p>
<p>To be fair, Yahoo cannot be quite that sanguine about its situation. To communicate &#8220;no confidence&#8221; in the company&#8217;s leadership, at least one major investor is considering withholding its vote for specific board members closest to the deal-making of late at Yahoo&#8217;s upcoming annual meeting on Aug. 1.</p>
<p>Likely targets are Yahoo CEO Jerry Yang, Chairman Roy Bostock and board member Ron Burkle.</p>
<p>And either today or tomorrow, the large proxy-advisory service, ISS Governance Services, which Yang and other Yahoo execs and board members visited last week to state their case, will make its recommendation to shareholders. Others, like Proxy Governance and Glass Lewis &#038; Co., will also weigh in.</p>
<p>All are likely to ding Yahoo&#8217;s leadership in some way.</p>
<p>What all of this sets up is the next chapter of what Yahoo will need to do to push the reset button after the newly constituted board is officially formed and gets down to business.</p>
<p>If Yahoo does not get down to business quickly, the button will most definitely be reset for it by others.</p>
<p>Finally, for your viewing enjoyment, here is a video of Young MC performing &#8220;Bust A Move,&#8221; and just below it&#8211;in our single favorite tech video of all time&#8211;Microsoft CEO Steve Ballmer busting his own move:</p>
<p><object width="380" height="313"><param name="movie" value="http://www.youtube.com/v/xy4FXhkm6Nw&#038;hl=en&#038;fs=1"></param><param name="allowFullScreen" value="true"></param><embed src="http://www.youtube.com/v/xy4FXhkm6Nw&#038;hl=en&#038;fs=1" type="application/x-shockwave-flash" allowfullscreen="true" width="380" height="313"></embed></object></p>
<p><object width="380" height="313"><param name="movie" value="http://www.youtube.com/v/wvsboPUjrGc&#038;hl=en"></param><param name="wmode" value="transparent"></param><embed src="http://www.youtube.com/v/wvsboPUjrGc&#038;hl=en" type="application/x-shockwave-flash" wmode="transparent" width="380" height="313"></embed></object></p>
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		<title>Major Yahoo Investor Leans Toward Backing Carl Icahn Too</title>
		<link>http://allthingsd.com/20080707/major-yahoo-investor-leans-toward-backing-carl-icahn-too/</link>
		<comments>http://allthingsd.com/20080707/major-yahoo-investor-leans-toward-backing-carl-icahn-too/#comments</comments>
		<pubDate>Mon, 07 Jul 2008 16:46:44 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Media]]></category>
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		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Partners]]></category>
		<category><![CDATA[Capital World Investors]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[Gary Wilson]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Los Angeles]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[proxy]]></category>
		<category><![CDATA[reorganization]]></category>
		<category><![CDATA[Ron Burkle]]></category>
		<category><![CDATA[Roy Bostock]]></category>
		<category><![CDATA[search]]></category>
		<category><![CDATA[share]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[Steve Ballmer]]></category>
		<category><![CDATA[stock]]></category>
		<category><![CDATA[takeover]]></category>
		<category><![CDATA[Tweedledee]]></category>
		<category><![CDATA[Tweedledum]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2286</guid>
		<description><![CDATA[Microsoft's not the only one backing billionaire investor Carl Icahn in his quest to unseat Yahoo's leadership and board--major Yahoo investor Gordon Crawford told Yahoo CEO Jerry Yang in a face-to-face meeting last week that he was seriously considering voting against Yahoo in the looming proxy fight.

The troubled meeting that took place last Tuesday in Los Angeles between Capital Research Global Investors' Crawford and Yang--accompanied by three Yahoo board members--could be seen as a portent of what is to come at the company's annual meeting on August 1.

And those signs are definitely not good for Yahoo's current leaders.]]></description>
			<content:encoded><![CDATA[<p>Microsoft&#8217;s not the only one possibly backing billionaire investor Carl Icahn in his quest to unseat Yahoo&#8217;s leadership and board&#8211;major Yahoo investor Gordon Crawford told Yahoo CEO Jerry Yang in a face-to-face meeting last week that he was seriously considering voting against Yahoo (YHOO) in the looming proxy fight.</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/crawford.jpg"><img src="http://kara.allthingsd.com/files/2008/07/crawford.jpg" alt="" title="crawford" width="171" height="213" class="alignright size-medium wp-image-2287" /></a></p>
<p>The troubled meeting that took place last Tuesday in Los Angeles between Capital Research Global Investors&#8217; Crawford (pictured here) and Yang&#8211;accompanied by three Yahoo board members&#8211;could be seen as a portent of what is to come at the company&#8217;s annual meeting on August 1.</p>
<p>And those signs are definitely not good for Yahoo&#8217;s current leaders.</p>
<p>At the meeting, according to several sources with knowledge of the encounter, Yang&#8211;as well as Yahoo Chairman Roy Bostock and board members Ron Burkle and Gary Wilson&#8211;strongly defended their actions thus far.</p>
<p>That included claiming Yahoo&#8217;s <a href="http://kara.allthingsd.com/20080626/heres-the-official-yahoo-reorg-release-like-boomtown-said/">recent management reorganization</a> was sound&#8211;despite internal unrest over it&#8211;and calling <a href="http://kara.allthingsd.com/20080619/qi-lu-departure-a-blow-mahijani-out-too-garlinghouse-not-quite-yet/">top execs who have recently left</a> the company &#8220;MBA types,&#8221; even though several were key tech leaders.</p>
<p>Yang also underscored his opinion that Yahoo needed to keep its online ad search business intact with its display business, rather than sell it off to Microsoft (MSFT), although he noted the company was open to all proposals.</p>
<p>But Crawford and his top analysts aggressively questioned Yang&#8217;s assertions and pressed him on Yahoo&#8217;s strategy going forward.</p>
<p>And they indicated they had lost patience, as Yahoo shares have drifted downward in the wake of the collapse of Microsoft&#8217;s takeover attempt.</p>
<p>Microsoft had offered $31 a share for Yahoo and dangled a $33 price for the company, whose stock has been trading lately in the low $20s.</p>
<p>According to sources, Crawford told the Yahoo contingent that he was considering backing Icahn&#8217;s new board slate&#8211;although he has not yet firmly committed to it&#8211;if the company did not engage with Microsoft over some sort of deal or find a suitable alternative.</p>
<p>Crawford&#8217;s Capital Research Global Investors fund&#8211;one of two separately managed at Capital Research &#038; Management&#8211;owns 6.5 percent of Yahoo, according to recent filings. Capital World Investors, which is not run by Crawford, owns 9.8 percent.</p>
<p><a href="http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/">Abandonment by Crawford</a>, an influential investor who has become increasingly and publicly disdainful of Yang and its board, means the unlikely chance that Icahn could topple Yahoo&#8217;s board and make good on his promise to throw the Yahoo co-founder out becomes a much more distinct possibility.</p>
<p>Of course, that got another boost today with a classic wrestling double-body slam that Icahn and Microsoft CEO Steve Ballmer perpetrated on Yang today by unveiling their own dysfunctional love match&#8211;united in hatred of current Yahoo leadership.</p>
<p>The move was a little sneaky and a lot crude&#8211;and mostly served to unveil just how much Microsoft dissembles about its shifting interest and non-interest in Yahoo.</p>
<p>But it was still an effective blow.</p>
<p>Wrote Icahn in an <a href="http://biz.yahoo.com/prnews/080707/nym046.html">open letter to Yahoo shareholders</a>:</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/tweedledee.gif"><img src="http://kara.allthingsd.com/files/2008/07/tweedledee.gif" alt="" title="tweedledee" width="213" height="231" class="alignleft size-medium wp-image-2288" /></a></p>
<p>&#8220;Steve made it clear to me that if a new board were elected, he would be interested in discussing a major transaction with Yahoo!, such as either a transaction to purchase the &#8216;Search&#8217; function with large financial guarantees or, in the alternative, purchasing the whole company.&#8221;</p>
<p>Like Tweedledee to Tweedledum, Microsoft quickly followed up with its own <a href="http://biz.yahoo.com/prnews/080707/aqm056.html">clearly coordinated statement</a>:</p>
<p>&#8220;We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the &#8216;Search&#8217; function with large financial guarantees or, in the alternative, purchasing the whole company.&#8221;</p>
<p>It is a union weary Yahoo investors like Crawford might welcome.</p>
<p>&#8220;I never though Carl [Icahn] would really prevail,&#8221; said one Yahoo source last week. &#8220;But losing the support of a major investor like Crawford would create a very slippery slope.&#8221;</p>
<p>Indeed, as the stock situation has deteriorated, investors have been pressuring Yahoo and also Microsoft for weeks to engage in new talks about a <a href="http:/kara.allthingsd.com/20080630/yahoo-board-and-investors-burn-while-everyone-else-fiddles/">sweeping search and investment deal and perhaps more.</a></p>
<p>While Microsoft has been considering a sweetened bid, it was irked by Yahoo&#8217;s recent filing that called the software giant <a href="http://kara.allthingsd.com/20080630/as-yahoo-stock-drops-microsofts-sweetened-search-gets-cheaper/">&#8220;unresponsive and inconsistent&#8221;</a> in its intentions toward buying Yahoo.</p>
<p>Yahoo has clearly been trying to make the case that Microsoft had never intended to actually buy the company.</p>
<p>In its <a href="http://biz.yahoo.com/bw/080707/20080707005694.html">own statement</a> about the Icahn-Microsoft lovefest, Yahoo said: &#8220;If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately.&#8221;</p>
<p>Well, as it turned out today, Microsoft doesn&#8217;t intend to buy Yahoo now&#8211;at least from Yang.</p>
<p>Said Microsoft in its statement today:</p>
<p>&#8220;Despite working since January 31 of this year, as well as in the early part of last year, we have never been able to reach an agreement in a timely way on acceptable terms with the current management and Board of Directors at Yahoo!. We have concluded that we cannot reach an agreement with them.&#8221;</p>
<p>Icahn is another story, of course. For now.</p>
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		<title>MicroHoo Back From the Dead? Dream On, Jerry!</title>
		<link>http://allthingsd.com/20080702/microhoo-back-from-the-dead-dream-on-jerry/</link>
		<comments>http://allthingsd.com/20080702/microhoo-back-from-the-dead-dream-on-jerry/#comments</comments>
		<pubDate>Wed, 02 Jul 2008 17:37:47 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2265</guid>
		<description><![CDATA[Like the zombies in "Night of the Living Dead" who will not die, the notion of a big, sloppy deal for Microsoft to buy Yahoo is revived yet again in an article in The Wall Street Journal today.

Unfortunately for both Yahoo and Microsoft, it mostly serves to point out once again just how messy and pathetic the proceedings have been and continues to be.

But, as to the central idea, that Microsoft is aching to do a multi-part deal with various partners that would render Yahoo asunder, BoomTown is altogether dubious that this will ever come to pass.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/07/night_of_the_living_dead_affiche.jpg"><img src="http://kara.allthingsd.com/files/2008/07/night_of_the_living_dead_affiche-214x300.jpg" alt="" title="night_of_the_living_dead_affiche" width="214" height="300" class="alignright size-medium wp-image-2266" /></a></p>
<p>Like the zombies in &#8220;Night of the Living Dead&#8221; who will not die, the notion of a big, sloppy deal for Microsoft to buy Yahoo is revived yet again in an <a href="http://online.wsj.com/article/SB121496732802022117.html">article in The Wall Street Journal</a> today.</p>
<p>Unfortunately for both Yahoo (YHOO) and Microsoft (MSFT), it mostly serves to point out once again just how messy and pathetic the proceedings have been and continue to be.</p>
<p>But, as to the central idea, that Microsoft is aching to do a multi-part deal with various partners that would render Yahoo asunder, BoomTown is altogether dubious that this will ever come to pass.</p>
<p>Nonetheless, the very idea of something, <em>anything</em> happening served its main purpose&#8211;to buck up Yahoo&#8217;s sinking stock, which got a nice pop from the article, after falling below $20 a share on yesterday. (It is now back at $21.55!)</p>
<p>I have argued many times that <a href="http://kara.allthingsd.com/20080602/microhoo-a-deal-must-be-done/">Microsoft should just make an offer for Yahoo whole</a>, because it has few other such powerful options in its quest to compete with Google (GOOG) in the search space, even given the checkered history and bruised feelings evidenced in the piece in the Journal.</p>
<p>Still, as was posted here earlier this week, <a href="http://kara.allthingsd.com/20080630/as-yahoo-stock-drops-microsofts-sweetened-search-gets-cheaper/">Microsoft is considering sweetening a search-ad proposal</a>, including buying a big chunk of Yahoo and improving terms, and News Corp. (NWS), Time Warner&#8217;s (TWX) AOL and even Comcast (CMCSA) might enter the picture.</p>
<p>But the idea of engineering a giant Internet group hug among and between these players is a daunting task.</p>
<p>In fact, that plan is an oldie (but maybe not such a goodie)&#8211;for Microsoft to buy the search and search-ad assets of Yahoo and for the rest to be spun off into some sort of online content/software/social-networking company and mashed up with assets from either News Corp.&#8217;s MySpace or Time Warner&#8217;s AOL.</p>
<p>That second company, in a previous scheme, was called &#8220;TrafficCo,&#8221; which News Corp. head Rupert Murdoch acknowledged in an interview Walt Mossberg and I did with him at the sixth <a href="http://d6.allthingsd.com"><strong>D: All Things Digital</strong></a> in late May. (Murdoch actually <a href="http://kara.allthingsd.com/20080702/the-entire-d6-interview-with-news-corps-rupert-murdoch-2-of-6/">says it outright in this video</a> of the interview.)</p>
<p>Clearly, such a deal would be good for News Corp. (owner of this site) and Time Warner, as they try to figure out how to maximize their Internet assets.</p>
<p>And linking them with Yahoo&#8211;still, despite all, one of the most significant sites on the Web&#8211;might be just the ticket.</p>
<p>But getting there is the real problem, with a very inept board of Yahoo floundering about and with Microsoft CEO Steve Ballmer in a bit of a pique over the situation.</p>
<p>Yahoo&#8217;s regulatory filing related to its upcoming proxy fight with billionaire investor Carl Icahn, for example, in which the company slapped Microsoft&#8217;s behavior in the takeover battle and called it &#8220;unresponsive and inconsistent,&#8221; really irked the folks at Microsoft&#8217;s Redmond, Wash., HQ.</p>
<p>In fact, the level of dysfunction and crossed signals in the Yahoo-Microsoft relationship, as depicted once again in the article, should give anyone pause.</p>
<p>Case in point, as <a href="http://kara.allthingsd.com/20080503/microhoo-the-odd-couple-meetings-led-nowhere/">I noted here</a>: That Yahoo thought it was a good thing to send Yahoo Co-Founder David Filo&#8211;think Silent Bob and then think even more silent and of someone very unlikely to support a sale&#8211;with Co-Founder and CEO Jerry Yang to the key meeting with Microsoft to negotiate over a possible takeover pretty much encapsulates it all for me.</p>
<p>And then, with Yang offering to sell for $37 a share&#8211;while also adding he and Filo wanted $38&#8211;even though Microsoft had never gotten past $33, the situation actually worsened, if possible.</p>
<p>That meeting was immediately&#8211;within hours&#8211;followed by a complete Microsoft pullout.</p>
<p>But, like someone who cannot seem to stop falling down an endless series of stairs, there were even more comical meetings after that, with Yang, Ballmer, as well as Yahoo Chairman Roy Bostock and board member Ron Burkle, in which Yahoo essentially prostrated itself and was rejected again.</p>
<p>And yet hope&#8211;which I might call something else&#8211;lives on.</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/shock-door-bell.jpg"><img src="http://kara.allthingsd.com/files/2008/07/shock-door-bell.jpg" alt="" title="shock-door-bell" width="150" height="135" class="alignleft size-medium wp-image-2267" /></a></p>
<p>The last sentences of the Journal piece are particularly interesting in this regard:</p>
<blockquote><p>&#8220;They believed that we needed them much more than they needed us,&#8221; one person close to Microsoft says. &#8220;Ultimately, we called their bluff.&#8221;</p>
<p>If that&#8217;s the case, people close to Yahoo say, they wonder why Microsoft continues to knock on their door.</p></blockquote>
<p>Memo to Yahoo: Actually, it&#8217;s called Ding-Dong Ditch.</p>
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		<title>Yahoo: Rest in Pieces</title>
		<link>http://allthingsd.com/20080702/microhoo-tw/</link>
		<comments>http://allthingsd.com/20080702/microhoo-tw/#comments</comments>
		<pubDate>Wed, 02 Jul 2008 12:30:06 +0000</pubDate>
		<dc:creator>John Paczkowski</dc:creator>
				<category><![CDATA[News]]></category>
		<category><![CDATA[bid]]></category>
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		<guid isPermaLink="false">http://digitaldaily.allthingsd.com/?p=2668</guid>
		<description><![CDATA[Much as Yahoo would like to believe otherwise, Microsoft’s not done with the company yet. It's circled back for another run at Yahoo and, if it’s successful, it will seize Yahoo’s search business and sell the rest of the company off for parts.]]></description>
			<content:encoded><![CDATA[<p><img src="http://digitaldaily.allthingsd.com/files/2008/07/donorcard.jpg" alt="" title="donorcard" width="200" height="142" class="alignright size-full wp-image-2669" />Much as Yahoo would like to believe otherwise, Microsoft&#8217;s not done with the company yet. Just as <a href="http://kara.allthingsd.com/20080630/as-yahoo-stock-drops-microsofts-sweetened-search-gets-cheaper/">BoomTown suggested it might</a>, Microsoft (MSFT) has circled back for another run at Yahoo (YHOO) and, if it&#8217;s successful, it will seize Yahoo&#8217;s search business and sell the rest of the company off for parts. The Wall Street Journal reports that Microsoft has approached Time Warner (TWX) and News Corp. (NWS) (owner of Dow Jones and this site) about joining it<a href="http://online.wsj.com/article/SB121496732802022117.html?mod=hps_us_whats_news"> in a deal that would effectively lead to to the company&#8217;s breakup</a> (see &#8220;<a href="http://digitaldaily.allthingsd.com/20080213/myyahoomyspacecom/">Murdoch-Blocked?</a>&#8221; and &#8220;<a href="http://digitaldaily.allthingsd.com/20080409/yahoal/">MSFT/YHOO/AOL/ NWS/WTF?</a>&#8220;).  Seems Steve Ballmer is unwilling to abandon a deal that would more than triple Microsoft&#8217;s share of U.S. Web searches.</p>
<p><img src="http://digitaldaily.allthingsd.com/files/2008/07/v09232grelq.jpg" alt="" title="v09232grelq" width="120" height="223" class="alignleft size-full wp-image-2670" />Yahoo, for its part, is said to be skeptical of a deal that would essentially dismember it, but people close to the company tell the Journal that Yahoo is still open to discussing any proposal from Microsoft. Perhaps even one that would see the software giant acquire Yahoo for $33 to $34 a share. After all, this is exactly the deal Yahoo proposed to Microsoft on May 17&#8211;two weeks after the company officially dropped its bid for Yahoo. That&#8217;s right, Yahoo CEO Jerry Yang and Co.&#8211;after insisting Microsoft&#8217;s offer &#8220;substantially undervalued&#8221; the company, tried to resuscitate a deal after Microsoft CEO Steve Ballmer scrapped the bid. From the Journal:</p>
<blockquote><p>[On] May 17, two weeks after Microsoft officially dropped its pursuit of Yahoo &#8230; Yahoo CEO Jerry Yang, director Ron Burkle and chairman Mr. Bostock met with Microsoft&#8217;s Mr. Ballmer. Messrs. Bostock and Burkle told Mr. Ballmer they were prepared to sell Yahoo for $33 to $34 a share, the price range Microsoft had offered before talks broke down, according to people familiar with the meeting. That would have valued the deal at about $47 billion, or $6 billion less than Yahoo&#8217;s previous asking price of $37 a share.&#8221;</p></blockquote>
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		<title>Yahoo Players Burkle, Icahn, Crawford and Also the Web Make Some News (Some, Not So Good)</title>
		<link>http://allthingsd.com/20080604/yahoo-players-burkle-icahn-crawford-and-also-the-web-make-some-news-some-not-so-good/</link>
		<comments>http://allthingsd.com/20080604/yahoo-players-burkle-icahn-crawford-and-also-the-web-make-some-news-some-not-so-good/#comments</comments>
		<pubDate>Wed, 04 Jun 2008 13:06:10 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://kara.allthingsd.com/20080604/yahoo-players-burkle-icahn-crawford-and-also-the-web-make-some-news-some-not-so-good/</guid>
		<description><![CDATA[You would have to have been under a rock not to have heard about the controversial piece in Vanity Fair magazine this month about the troubling personal and professional escapades of former President Bill Clinton since he left office.

And the reason for these disturbing developments, besides Clinton himself? The piece actually placed a good bit of the blame on Clinton's close friend, grocery magnate and billionaire Ron Burkle, who also has been one of the key directors at Yahoo in its takeover fight with Microsoft.]]></description>
			<content:encoded><![CDATA[<p>You would have to have been under a rock not to have heard about the controversial piece in Vanity Fair magazine this month about the escapades of former President Bill Clinton since he left office.</p>
<p>Called <a href="http://www.vanityfair.com/politics/features/2008/07/clinton200807">&#8220;The Comeback Id&#8221;</a> (oh, how <em>pun-ny</em>!), the article has gotten a lot of attention for pointing out the rampant speculation that Clinton&#8217;s well-known penchant for marital infidelity had returned.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/ron_burkle_thumb.jpg' alt='ronburkle' /></p>
<p>And the reason for that disturbing development, besides Clinton himself? The piece actually placed a good bit of the blame on Clinton&#8217;s close friend, grocery magnate and billionaire Ron Burkle (pictured here), who also has been one of the key directors at Yahoo (YHOO) in its takeover fight with Microsoft (MSFT).</p>
<p>It&#8217;s a wonder Burkle can focus on the turmoil at Yahoo, given how busy he appears to be in the article corrupting Clinton both personally and&#8211;worse&#8211;professionally, via some questionable investments the pair had made through Burkle&#8217;s Yucaipa Companies.</p>
<p>Writer Todd Purdum paints a decidedly unattractive picture of Burkle, noting even the tasteless nickname of Burkle&#8217;s plane these days, in a portrayal so rough that Yahoo CEO Jerry Yang&#8217;s tough treatment by the press recently looks like a walk in the park.</p>
<p><img src='http://kara.allthingsd.com/files/2008/06/ob-bo139_msyaho_20080603143450.jpg' alt='carlicahn' class='alignleft' /></p>
<p>Well, almost.</p>
<p>In what amounts to a rant by Carl Icahn (pictured here), <a href="http://online.wsj.com/article/SB121251736489942015.html?mod=hps_us_whats_news">The Wall Street Journal gives the billionaire investor lots of room to kvetch</a> about what he thinks of Yang, including asserting that he will oust the Yahoo founder if he wins his proxy fight against the company.</p>
<p>&#8220;I am amazed at the lengths that Jerry Yang and the board went to entrench themselves in this situation,&#8221; said Icahn.</p>
<p>Apparently, Icahn was the only one who didn&#8217;t get the memo that Yahoo has been consistently obstreperous about Microsoft&#8217;s many overtures, since&#8211;well, let&#8217;s do the exact calculations&#8211;<em>forever</em>. And a day.</p>
<p>Still, Icahn perseveres and hangs this old entrenched management chestnut on a lawsuit that was recently filed by shareholders that points to the <a href="http://kara.allthingsd.com/20080219/retaining-yahoo-talent-enhanced-severance/">massive and costly severance plan</a> Yahoo sneakily put into place as a ploy to fend off Microsoft.</p>
<p>&#8220;It&#8217;s no longer a mystery to me why Microsoft&#8217;s offer isn&#8217;t around,&#8221; Icahn said. &#8220;How can Yahoo keep saying they&#8217;re willing to negotiate and sell the company on the one hand, while at the same time they&#8217;re completely sabotaging the process without telling anyone.&#8221;</p>
<p>How? By Yang opening his mouth, that&#8217;s how, and then doing nothing much.</p>
<p>As a student of this lugubrious style of Olympic dithering, I would point Icahn to Yang&#8217;s <a href="http://kara.allthingsd.com/20071025/day-100/">100-day Sacred Cow VisionQuest</a>, well before this soap opera got started.</p>
<p>You need to catch up pronto, Carl!</p>
<p><img src='http://kara.allthingsd.com/files/2008/05/crawford.jpg' alt='gordoncrawford' /></p>
<p>And speaking of people irked by Yang of late, investor Gordon Crawford (pictured here) also made some news yesterday with his investment in Veoh Networks, part of a $30 million round that included Intel Capital and Adobe Systems (ADBE).</p>
<p>Existing investors in the not-YouTube video service&#8211;Shelter Capital, Spark Capital, Goldman Sachs (GS), Michael Eisner’s Tornante Company, Time Warner Investments (TWX) and Jonathan Dolgen&#8211;also ponied up more money.</p>
<p>Crawford, the SVP of Capital Research Global Investors, manages a massive portfolio, and it is one of Yahoo&#8217;s biggest shareholders.</p>
<p>And, unlike Veoh, Yahoo is an investment <a href="http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/">Crawford has not been happy with recently</a>.</p>
<p>&#8220;I am extremely angry at Jerry Yang and at the so-called independent board,&#8221; he said in an interview a month ago. &#8220;I&#8217;m hoping that there is such an outpouring of outrage that the board is embarrassed into revisiting this thing, but I&#8217;m not optimistic about that.&#8221;</p>
<p>And by independent board, by the way, he meant directors like&#8211;you guessed it&#8211;Ron Burkle!</p>
<p>At least Burkle&#8217;s not to blame for the so-so, lots-and-lots-missing&#8211;<em>Google? What Google? (GOOG)</em>&#8211;piece in the same Vanity Fair issue, an oral history of the Internet.</p>
<p>Called <a href="http://www.vanityfair.com/culture/features/2008/07/internet200807">&#8220;How the Web Was Won,&#8221;</a> it makes the founding of the world&#8217;s most important medium seem awfully dull.</p>
<p><img src='http://kara.allthingsd.com/files/2008/06/cover_vanityfair_146_053008.jpg' alt='vfjolie' class='alignleft' /></p>
<p>I&#8217;d recommend instead&#8211;as any sentient being would&#8211;the <a href="http://www.vanityfair.com/culture/features/2008/07/jolie200807">cover story on Angelina Jolie</a>, with this sharp quote from her: &#8220;In my father&#8217;s generation, the product was 80% of what you were putting into the world, and your personal life was 20%. It now seems that 80% of the product I put out is silly, made-up stories and what I&#8217;m wearing.&#8221;</p>
<p>Or not wearing, in the case of the pictures of Jolie in this article.</p>
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		<title>Say Hello to the Yahoo Board Members</title>
		<link>http://allthingsd.com/20080128/say-hello-to-the-yahoo-board-members/</link>
		<comments>http://allthingsd.com/20080128/say-hello-to-the-yahoo-board-members/#comments</comments>
		<pubDate>Mon, 28 Jan 2008 08:58:05 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[News]]></category>
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		<guid isPermaLink="false">http://kara.allthingsd.com/20080128/say-hello-to-the-yahoo-board-members/</guid>
		<description><![CDATA[One of the most overlooked parts of Web companies are their board members, so I think it is time to start looking more carefully at those firms where the role of directors is going to be increasingly important in 2008.

First stop, obviously, is Yahoo, which reports its fourth quarter and also full year earnings (and also perhaps some board-approved layoffs) tomorrow after the markets close.

With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company's managers and--it must be assumed--its directors obviously face challenges in the year ahead.]]></description>
			<content:encoded><![CDATA[<p><em>One of the most overlooked parts of Web companies are their board members, so I think it is time to start looking more carefully at those firms where the role of directors is going to be increasingly important in 2008.</em></p>
<p><img src='http://kara.allthingsd.com/files/2008/01/images4.jpeg' alt='yahoologo' class='alignleft'/></p>
<p>First stop, obviously, is Yahoo, which reports its <a href="http://yhoo.client.shareholder.com/results.cfm">fourth quarter and also full-year earnings</a> (and also perhaps some <a href="http://kara.allthingsd.com/20080122/laid-back-layoffs-at-yahoo/">board-approved layoffs</a>) tomorrow after the markets close.</p>
<p>With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company&#8217;s managers and&#8211;it must be assumed&#8211;its directors obviously face challenges in the year ahead.</p>
<p>They certainly seem to be a pretty experienced group, with just the right kind of expertise in retail, telecommunications, engineering and entertainment.</p>
<p>Curiously, with all the noise around Yahoo, this has been a circumspect bunch and it&#8217;s not clear how much influence this group is exerting over management or how willing it is to roll up its sleeves and get into it.</p>
<p>Still, board members are supposed to be where the buck actually does stop, so, as a BoomTown public service, here&#8217;s a little primer of who&#8217;s who on the Yahoo BOD, so you know who is actually in charge (and, of course, who is to blame):</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/jerry_yang_thumb.jpg' alt='jerryyang' /></p>
<p>First among equals is obviously Yahoo CEO and Co-Founder Jerry Yang, who needs no introduction. Born in Taiwan and raised in San Jose, Calif., he has been trying to bring back the company he founded with David Filo since taking over the top slot at Yahoo last June. The obviously iconic figure within the company, he occupies the hottest seat of all. Some think his leadership has not been nearly bold enough, while others think his steadier approach to Yahoo&#8217;s revival is just what the company has needed.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/terry_semel_thumb.jpg' alt='terrysemel' class='alignleft'/></p>
<p>Terry Semel served as Yahoo CEO from 2001 to 2007. After he left that job when the company&#8217;s troubles became more pronounced (to be fair, Semel did do a great job getting Yahoo back from its last brink when the first bubble popped), the former Hollywood mogul kept his title as chairman. He is also on the board of Polo Ralph Lauren, as well as many arts and cultural organizations. Recently, Semel revived his Los Angeles-based new media investment firm, Windsor Media, and rumors abound to his intentions&#8211;including <a href="http://www.deadlinehollywooddaily.com/sources-semel-looking-at-new-line/">possibly making a play for a Hollywood studio</a>. Big question: Will Semel continue as chairman of Yahoo in 2008?</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/roy_bostock_thumb.jpg' alt='roybostock' /></p>
<p>What to make of Roy Bostock, who has been on Yahoo&#8217;s board since 2003? I&#8217;ll tell you what: If Semel were to step down as chairman, the chatter is that the former top-level advertising exec (chairman and chief executive officer of D&#8217;Arcy Masius Benton &#038; Bowles) is best suited to the job, given the importance of Yahoo&#8217;s ad business. Bostock also serves now has chairman of Northwest Airlines and is on the board of Morgan Stanley and is a principal at Sealedge Investments LLC.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/ron_burkle_thumb.jpg' alt='ronburkle' class='alignleft'/></p>
<p>Ron Burkle, founder and managing partner of the Yucaipa Companies, a private investment firm, has been a director since 2001. The high-profile Burkle, of course, is better known for being best billionaire buddy of Bill Clinton (and big fundraiser for Hillary Clinton). He is a curious choice to be on the board, although he is said to add an interesting perspective and also has obvious experience in retail and distribution (largely in the supermarket industry). He is also on the boards of Occidental Petroleum and KB Home.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/vyomesh_joshi_thumb.jpg' alt='vyomeshjoshi' /></p>
<p>Vyomesh Joshi joined the Yahoo board in 2005. He probably brings a good consumer product perspective to the company from his perch as executive vice president of the Imaging and Printing Group at Hewlett Packard, a $26 billion business with an operating profit of $3.8 billion, which is a whole lot of the kind of ink Yahoo needs. The longtime HP exec also has responsibilities in the entertainment arena for HP, which should be a boon to Yahoo.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/robert_kotick_thumb.jpg' alt='robertkotick' class='alignleft'/></p>
<p>The same goes for <a href="http://kara.allthingsd.com/20071213/activision-blizzards-ceo-bobby-kotick-speaks/">Robert Kotick</a>, the chairman and CEO of games maker Activision, which recently merged with Vivendi&#8217;s Blizzard Entertainment unit, to create one of the biggest gaming companies in the world. Yahoo could use a little Guitar Hero buzz that Kotick&#8217;s company has gotten from the third version of the popular interactive game, a big holiday success, and also Blizzard&#8217;s World of Warcraft.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/gary_wilson_thumb.jpg' alt='garywilson' /></p>
<p>The other Northwest Airlines link is its Chairman Emeritus Gary Wilson, who has been on the Yahoo board since 2001. Wilson, who is also on the board of CB Richard Ellis, has an extensive financial background, working as the top numbers guys at places like Walt Disney (where he was a longtime board member) and Marriott. But can he lend his expertise to make the numbers work better at Yahoo?</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/maggie_wilderotter_thumb.jpg' alt='maggiewilderotter' class='alignleft'/></p>
<p>The only woman director, Maggie Wilderotter, joined last July and serves as the chairman and CEO of Citizens Communications, which is an independent provider of telecommunications services. That background is important for Yahoo, but perhaps more important is her experience as a SVP at Microsoft (rumored to be the main company interested in acquiring Yahoo). Wilderotter has also been president and CEO of Wink Communications and has held a number of jobs at AT&#038;T, and serves on the board of Xerox and the Tribune Company.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/eric_hippeau_thumb.jpg' alt='erichippeau' /></p>
<p>Eric Hippeau, managing partner at Softbank Capital Partners, is one of the two granddaddy Yahoo board members (along with Arthur Kern), having served as a director since 1996. Before Softbank, he was chairman and CEO of Ziff-Davis in its heyday. Hippeau is also on the board of Starwood Hotels and Resorts Worldwide.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/arthur_kern_thumb.jpg' alt='arthurkern' class='alignleft'/></p>
<p>Arthur Kern has also been on the Yahoo board since 1996. Kern made his fortune selling off American Media, an owner of radio stations, which he co-founded and ran. Kern now invests in marketing and media companies. (BoomTown, with great regret, has never met him after all these years&#8211;lazy, lazy BoomTown! And everyone says how nice he is. Lunch, Arthur?)</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/ed_kozel_thumb.jpg' alt='edkozel' /></p>
<p>Ed Kozel, the CEO of the start-up Skyrider (a P2P search engine), is perhaps the most experienced technologist on Yahoo&#8217;s board and another key member of the board, say many, where he has served since 2000. He&#8217;s been a VC (Open Range Ventures), a consultant (Integrated Finance) and also was a longtime Cisco exec (he was CTO and SVP of business development there) and board member. He&#8217;s also been on the board of Reuters and is a director for Network Appliance.</p>
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