It seems time wounds all heels.

But would you expect any different from the pugnacious hedge fund investor Dan Loeb, who is apparently back to attacking former Yahoo Chairman Roy Bostock?

This time, though, it’s over board high jinks at Morgan Stanley, instead of the Silicon Valley Internet giant, when Loeb called Bostock a clown, among other various and sundry insults.

No surprise, Loeb is still using the same attack-dog insinuations that managed to successfully oust Bostock as a Yahoo director and put Loeb and two of his picks on the Yahoo board.

The new volley from the activist shareholder was in Loeb’s fourth-quarter investor letter, periodic missives in which he likes to tell everyone how to do their job, in often colorful terms. He’s now apparently of the belief that the storied investment bank is in the “early innings of a turnaround.”

That said, there was — as per usual — Loeb’s laundry list of “suggestions” to fix Morgan Stanley, where he took particular interest in how the board operated, including how much it paid its directors (too much, in comparison to other banks, for Loeb’s taste).

Then he dropped the boom on Bostock, noting without naming the longtime Morgan Stanley board member that one director — why be so coy, Dan? — “is familiar to us from previous corporate governance battles we have fought against moribund boards not up to the job of turning around great institutions.”

Loeb added: “We hope Morgan Stanley will show that its reinvention begins at the top.”

Loeb, who has a huge stake in Yahoo, also picked a fight with another hedge fund investor, William Ackman of Pershing Capital Management, over Herbalife.

Recently, Ackman has been after the nutritional supplement company, calling it a pyramid scheme and betting against it in a dramatic short play. But earlier this week, Loeb’s Third Point hedge fund said it owned just over 8 percent of Herbalife, worth $350 million.

Between smacking Bostock — even I’ve long stopped taking shots at Roy — and opposing Ackman in the same week, my guess is that Loeb must be gorging on raw guarana tablets.

Two people I spoke to — both of whom declined to be identified — in Silicon Valley separately said they had been contacted by a lawyer at the FTC’s Bureau of Competition inquiring about the circumstances of their contact with Third Point manager Dan Loeb (pictured here), specifically around the time that he first began buying large chunks of Yahoo last year as part of an activist shareholder action. Loeb is currently a director on the Yahoo board.

One of those people contacted was told by the FTC attorney that it was related to a “non-public investigation,” although the lawyer did not reveal specifically what the line of inquiry was about.

But another source said that it was related to the Hart-Scott-Rodino Antitrust Improvement Act (HSR Act) and its filing requirements.

The antitrust law, designed to prevent anticompetitive mergers or acquisitions, according to the FTC Web site, “requires companies to report any deal that is valued at more than $66 million to the agencies so they can be reviewed.”

In addition, according to FTC information, “the HSR Act requires that under some circumstances, individuals who acquire voting securities must notify the FTC and Department of Justice and observe a waiting period before completing the acquisition.” The waiting period is typically 30 days, which can be waived by the FTC.

An FTC spokesman declined to comment about any possible inquiries by its staff.

Third Point also declined to comment.

I reached out to a Yahoo spokeswoman, and am also awaiting a comment.

But another source said the Yahoo board was aware of the FTC scrutiny and does not consider it a serious issue.

To be clear, there has been no action by the FTC against Third Point and many such inquiries never lead to a finding that any violation occurred and are a routine part of the agency’s oversight job.

In addition, if a violation did occur, it also might have been technical and inadvertent or due to faulty advice from counsel.

That was the case in a $500,000 fine paid to the FTC by Comcast CEO Brian Roberts last December.

In addition, the FTC then determined that Roberts also got no financial gains from the filing violation and also reported the problem soon after it was discovered.

Previous to that, the FTC has settled with a variety of investors, including hedge funds, over violations of HSR filing requirements.

Neither Third Point nor Loeb has ever been subject to such any such action by the FTC. He is an experienced investor who is well known for his “poison pen” and pugnacious manner.

“The hedge-fund manager competes in triathlons, never, ever drinks from a plastic water bottle and is unsparing at times in his criticism of corporate executives,” a recent article in The Wall Street Journal noted.

Loeb definitely took clear and unflinching aim at Yahoo last September with his $8.7 billion fund, disclosing that he had acquired a more than five percent stake in Yahoo, proceeding to wage a proxy fight to gain board seats.

At the time, he paid about $11 per Yahoo share. It has recently been trading in the $15 to $16 range.

Despite a lot of noisy agitation, Loeb’s big break came only after he uncovered a fake computer science degree on the resume of then CEO Scott Thompson earlier this year. The result: Yahoo’s directors ousted Thompson and settled with Loeb by giving him three board seats.

In addition, a number of Yahoo directors whom he had attacked stepped aside, including then Chairman Roy Bostock, and a nearly new board was put in place.

Yahoo’s shares have rise 17 percent since Loeb became a major investor, although its stock is down for 2012.

Since he joined as a director, the aggressive money manager seems to be calling the shots at the company, despite not being the chairman of the board.

That has included pushing hard for the appointment of a new CEO, former Google exec Marissa Mayer, as well as involving himself in initial talks to settle the patent lawsuit it had filed against Facebook and also in other deals.

After Mayer was appointed, Loeb has since added even more shares, assembling a more than six percent stake in Yahoo that is worth $1.2 billion.

That’s a $150 million paper gain for Loeb so far, said the Journal. That tidy sum, along with his board victory and the well-received appointment of Mayer, has caused the voluble Loeb to make a series of calls to a number of execs in Silicon Valley he has recently gotten to know via incessant and tireless networking to tout his win.

“He’s very proud of himself and really seems to be enjoying being the guy to force change at Yahoo,” said one person Loeb has dialed up recently to chitchat. “It’s his version of humblebrag.”

Humblebrag, indeed. In a second-quarter letter to his investors last week, Loeb was practically doing a victory dance about Yahoo in one section, which you can see below in its entirety:

Third Point’s investment in Yahoo! appreciated 4% during the second quarter. Due to Yahoo!’s concentrated size in our funds, this modest appreciation still made it the biggest winner for the period.

We were pleased to have favorably resolved the proxy contest we commenced in Q1. Following a subsequent kerfuffle involving misstated academic records of its then‐CEO and a now former board member, Yahoo!’s directors determined that it was in the best interests of the Company to invite our nominees Daniel Loeb, Michael Wolf, and Harry Wilson onto the board.

Since we joined the Board in mid‐May, Yahoo! has achieved three significant milestones. First, Yahoo! and Alibaba, the privately held Chinese internet company in which Yahoo! owns a 40% stake, reached an agreement for Alibaba to repurchase about half of that position at an attractive valuation. This agreement provides pricing transparency and a path to liquidity for this key Yahoo! asset, and is expected to close sometime in Q3. Yahoo! has indicated that it will return substantially all of the expected $5B of cash it will receive from this transaction to shareholders. Second, the Company was able to amicably settle a patent lawsuit filed in the first quarter against Facebook, one of its largest partners, resulting in a new, expanded partnership between the two companies.
Lastly, Yahoo recently appointed Marissa Mayer as CEO. Mayer, a Stanford graduate with a B.A. in Symbolic Systems and M.S. in Computer Science, was Google’s 20th employee when she joined the fledging company in 1999. During her 13 years at Google, she oversaw the design of numerous well‐known products and was responsible for its iconic home page design. Mayer is a leading innovator in Silicon Valley whose creative vision made her a critical part of Google’s leadership team. Her appointment was received favorably by employees and the tech community. We were very pleased to have had the opportunity to work with our fellow directors towards this extremely positive outcome and wish Marissa the best.

Here’s the good news: The nearly-new board of Yahoo is chock-full of experienced and active operators from a variety of backgrounds that are critical to the future of the Silicon Valley Internet giant.

And the bad news? The nearly-new board of Yahoo is chock-full of experienced and active operators from a variety of backgrounds that are critical to the future of the Silicon Valley Internet giant.

In others words, in almost completely upending its director roster over the last several months, Yahoo has given itself a new lease on life, but has also created a significant challenge in forming a cohesive governing structure that can work together in fixing all that ails Yahoo.

Among the important decisions that this new boy band — and they are, as usual, all men save for one woman — has to come to agreement on within the next months: Settling its patent-infringement lawsuit with Facebook; deciding on a permanent CEO — either selecting current interim leader Ross Levinsohn as permanent or someone else; approving a strategic plan for the company that actually sticks; and, most of all, figuring out a governance style that is strong without being too meddlesome.

Which should make Yahoo’s annual meeting on July 12 much more interesting than most.

One thing is clear: The days of overwhelming control in the hands of a few directors — as has been the case in recent years under departed Chairman Roy Bostock — are over.

In its place is a situation with a number of strong factions under new Chairman Fred Amoroso, who appears to have taken a consensus approach to managing the board.

It’s not as if he had a whole lot of choices, said numerous sources, especially noting the aggressive involvement of activist shareholder Daniel Loeb of Third Point — who joined the board with two others in the settlement of a proxy fight — in all aspects of Yahoo of late.

Along with helping finally complete a partial sale of Yahoo’s assets in China, Loeb has also be active in discussions with Facebook over a patent settlement, and has also been searching for new board members and possible new execs for Yahoo.

“Dan has a lot of ideas,” said one person close to the situation, “and he is not shy about communicating them.”

To be fair, it’s a welcome change from the lackluster performance of the previous board, which seemed almost comatose at times as Yahoo pinged from one crisis to the next.

And Loeb is also joined by several other directors who are taking a more substantive role, including Weather Channel CEO David Kenny, American Express CMO John Hayes and former Discovery Communications COO Peter Liguori.

“Every one of them has a lot to say and has definite opinions on what needs to be done, since most have run major businesses,” said another Yahoo source. “Which either means 11 times the noise, or 11 times the help.”

Or, perhaps, 11 times the fun (but only for me).

Speaking of fun, here’s the comely One Direction showing how it’s done, in the music video “What Makes You Beautiful”:

Earlier today, Yahoo’s persistent thorn, activist shareholder Dan Loeb of Third Point poison-penned another letter to the board of the Silicon Valley Internet company, demanding that Yahoo fire its new CEO Scott Thompson, as well as director Patti Hart, over bizarre inaccuracies related to their academic achievements.

“Permitting Mr. Thompson and Ms. Hart to stay with the Company after apparently violating the Code of Ethics sends a message to all Yahoo! employees that a different set of rules applies at the top,” Loeb wrote.”[Yahoo must] terminate Mr. Thompson for cause immediately given his demonstrable unsuitability to remain Chief Executive Officer and a director of Yahoo! and accept the resignation of Ms. Hart for similar reasons.”

And while many across the blogosphere — including some very clever tweets — called for his head tout de suite, that’s just not going to happen.

At least for now, at this early point in a controversy over Yahoo filing legal documents that misrepresented Thompson’s long-ago degree from Stonehill College.

In a nutshell: Thompson does not have a computer science degree, as he had maintained he did in public bios for almost a decade, a falsehood that mysteriously seeped into documents Yahoo filed with the Securities and Exchange Commission.

That’s bad news for Yahoo, for sure, on many levels, but moving against Thompson at this moment is not likely to be the answer — for the short term, at least.

That’s due to many reasons, that I like to think of it as three hopelessly complex puzzles that need solving pronto.

The What-Did-Yahoo-Know-and-When-Did-It-Know-It Question

There is no question the first thing Yahoo’s board needs to do is a thorough investigation to determine how a borked bio could proliferate so widely and for so long.

Most importantly, Yahoo will have to reveal if Thompson actually gave them this incorrect information, as he aggressively lobbied for the then-open CEO job.

As I had previously reported several times, Thompson cold-emailed a Yahoo director — Intuit CEO Brad Smith, as it turns out — despite not being on the list of potential candidates. Thompson was then shuttled over to Hart, who was running the vetting process with the help of headhunting firm Heidrick & Struggles, and hired within weeks.

Oddly, sources said Thompson never filled out the required informational papers for the job, nor did Heidrick conduct the normal background check on him. Instead, another forensic firm Yahoo hired did the work.

If it turns out Thompson gave any of them the bad bio info, it would be quick curtains for him.

But if Yahoo’s board members obtained his info on their own, the next key query would be how no one at Yahoo — especially its legal and compliance staffers, as well as outside help — managed to catch the problem during the vetting of Thompson.

Here are some good questions to start with:

Who put a faux computer science degree on Thompson’s bio in the first place, why and when did it happen?

Where did Yahoo get the inaccurate information?

Who was in charge of checking Thompson’s academic record for Yahoo?

And, who checked the work of the checkers?

The problem is made more complicated, because correct information was easily available in the SEC filings of eBay for years, since Thompson was head of its PayPal payments unit.

While the resume information was indeed wrong on eBay’s Web site and on numerous bios of Thompson for years, how did eBay legally get it right while Yahoo did not?

That calls into question the expertise of the company, its directors and those they hired to make sure execs were completely on the up and up, a task they clearly failed at.

If rank incompetence is the reason, which it looks like it might be, expect certain board members and other Yahoo staffers to go, along with anyone who helped in the Thompson vetting, or lack thereof.

Unless, of course, the gang-that-couldn’t-shoot-straight actually did shoot straight and some one at Yahoo found out about the educational discrepancy before the new CEO was announced, but declined to fix it.

While sinister, such a scenario is not entirely implausible, given how much pressure Yahoo was under at the time to hire a CEO quickly, due to Loeb and his looming proxy fight.

If any evidence were to surface that this was so, it is curtains all around, which would rain the kind of disaster down on Yahoo’s Sunnyvale HQ that would make Loeb’s attacks look like a Nerf battle. Instead, it would be “The Hunger Games” — except that no one survives.

The Chaos-in-Sunnyvale Conundrum

Which brings us to the profound implications of Yahoo jacking its second CEO within six months.

While it’s easy to yell “Fire the CEO” on a crowded Twitter, it’s simply not so easy in practice.

How long did it take Yahoo’s lugubrious board to figure out Carol Bartz needed to go? A … long … time. (And, she had a CS degree!)

More to the point, Thompson — and his not-so-merry band of consultants from Boston Consulting Group and, this week, McKinsey & Company — has only just completed a massive layoff of 2,000 employees and a jarring restructuring of management.

He’s also in the early stages of rolling out a new and decidedly still-squishy strategic plan to top execs (also just this week), along with working on some other key initiatives.

That includes renegotiating its search partnership with Microsoft; noodling around on a possible deal with Google; contemplating the sale of a variety of assets; and — oh, yes — trying to take on social networking Godzilla Facebook over patent infringement.

Busy much?

But, most importantly, Thompson is now the umpteenth Yahoo CEO to be working on the never-ending talks with its Asian partners over selling back a piece of the company’s lucrative stake to them.

While Yahoo CFO Tim Morse and head lawyer Mike Callahan are the point men on the deal, the lack of CEO would be an issue in the now-proceeding again talks.

This is a sale that must — and I underscore must — get done and soon, giving Yahoo much-needed breathing room and a whole lot of cash to fork over to increasingly disgruntled shareholders.

So, expect Yahoo to try to milk that deal for all it’s worth in the coming week, in order to give the appearance, at least, of positive forward momentum.

And, like it or not, Thompson has to play a key role in it getting done.

Thus, the likelihood of wait-and-see over point-and-shoot on Thompson is higher than you might think.

That’s especially true given four members of the board are leaving within six weeks and have either or are in the process of being replaced by new members.

Then, Thompson will be their problem to solve.

Again, no small thing, since the old crew — led by feckless Chairman Roy Bostock — is not likely to want to end its appalling tenure with yet another disaster.

Such a move would further tarnish the legacy of its outgoing directors, although I am not sure how it could be any more sullied, given their consistent record of one bad decision after the next.

What do I really think? I think this cursed board will maintain its 100 percent score of doing the wrong thing at the right time.

It could be a different case with the new directors, of course, who all seem pretty sharp and not as easily impressed by a record of failure.

They will surely be monitoring Thompson carefully, as will employees, who have taken to internal message boards with a rage not seen in a while over the resume debacle.

Their morale might be one uncertainty impacting Thompson’s fate. If a lot of key employees continue to bolt Yahoo or those remaining more loudly express their disdain for the bio antics, the new directors might listen.

The Whatever-Loeb-Says-We-Won’t-Do-Till-Later Head-Scratcher

Which brings us back to Loeb, whose noisy campaign to grab seats on the Yahoo board has certainly hit home this week.

And, though Yahoo likes to ding him a lot, since he started his campaign of terribly entertaining investor terror, a lot of what he’s been calling for has happened.

That includes a major flushing of the board — with five longtime members, including co-founder Jerry Yang, going, going and gone.

In addition, Loeb brought pressure to slow down some questionable deals, from Yahoo’s PIPE dream to a tax-free spinoff in Asia in a deal only an accountant could love.

He’s also — though they try to deny it — got the Yahoo directors in the dangerous habit of reacting to him, rather than playing their own game.

While the Yahoo board has resisted any deal with Loeb (pictured here), blaming him for rejecting their kind offers of settlement, it is he who is setting the tone more than Yahoo.

And that tone is of alarm and trouble and chaos at Yahoo.

That’s not going to work to convince other Yahoo investors to back his cause — in fact, Loeb has a decidedly uphill battle to win his proxy challenge — he has still scored a direct win with the bio relevations.

So far, though, Loeb has not sunk Yahoo’s battleship, so it is unlikely the board will acquiesce to his latest demand of Thompson being fired by noon on Monday.

Maybe it will eventually, or maybe it will just scold Thompson or maybe it will do nothing at all.

All that is an unknown — a riddle, wrapped in a mystery, inside an enigma, with a lot of managerial incompetence thrown in. And that, most of all, is the sad definition of today’s Yahoo.

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

Yahoo just got yet another poison-pen letter from activist investor Dan Loeb of Third Point, which says the company has been “dismissive” of his alternate slate of board members, including former NBC head Jeff Zucker.

It is another doozy, full of all kinds of interesting details and signals, which I will go into more detail about below, although the main message is: Perhaps it is actually time for a proxy fight.

Wrote Loeb to Yahoo CEO Scott Thompson: “The Board’s stonewalling, apparent insouciance and decision not to engage with us in a serious manner, has left us no choice but to directly approach our fellow owners with the Shareholder Slate. Accordingly, we hereby notify you that we intend to file our Preliminary Proxy Statement with the Securities and Exchange Commission within the week.”

Before the battle begins, let me just note: Who uses the great word “insouciance” anymore? Kudos, Dan! (It means indifference, Cliff Clavin.)

In an e-mailed statement, Yahoo said: “As previously stated, in order to achieve the best possible outcome for all Yahoo! shareholders, the Board’s nominating and corporate governance committee continues to review a wide range of highly qualified candidates. The committee has included Third Point’s candidates in its thorough review process and will make its recommendations to the full Board in due course.”

The Silicon Valley Internet giant also sent this turgid (look it up!) explanation of how proxy fights go down:

Yahoo! will be filing a proxy statement with the SEC in connection with the solicitation of proxies for its 2012 annual meeting of stockholders. Stockholders are strongly advised to read Yahoo!’s 2012 proxy statement (including any amendments or supplement thereto) when it becomes available because it will contain important information. Stockholders will be able to obtain copies of Yahoo!’s 2012 proxy statement, any amendments or supplements to the proxy statement, and other documents filed by Yahoo! with the SEC in connection with its 2012 annual meeting of stockholders for no charge at the SEC’s website at www.sec.gov.

Yahoo!, its directors, executive officers and certain employees may be deemed participants in the solicitation of proxies from stockholders in connection with Yahoo!’s 2012 annual meeting of stockholders. Information concerning the ownership of Yahoo! securities by Yahoo!’s directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and additional information is also available in Yahoo!’s proxy statement for its 2011 annual meeting of stockholders filed with the SEC on April 29, 2011. Information regarding Yahoo!’s directors, executive officers and other persons who may, under rules of the SEC, be considered participants in the solicitation of proxies for the 2012 annual meeting of stockholders, including their respective interests by security holdings or otherwise, also will be set forth in the definitive proxy statement for Yahoo!’s 2012 annual meeting of stockholders when it is filed with the SEC.

Got that?

One interesting part of the Loeb’s much more sassy letter is a suggestion at the bottom about Yahoo’s lack of a chairman when current head Roy Bostock steps down later in the year. Loeb’s idea is to keep on Gary Wilson, former CFO of Disney and Marriott, who was also leaving, in that role for one year.

“We believe this role should be for one year only, with the explicit understanding that Mr. Wilson would recruit his replacement prior to the end of the term,” wrote Loeb, who appears to be sending a none-to-subtle smoke signal that this might have been discussed already. “We suggest this in the spirit of continuity and compromise, and believe it would be in the best interests of all shareholders. We encourage the Company and Mr. Wilson to strongly consider this idea.”

The letter is a bit of a olive branch, followed by a swift kick, presumably an attempt by Loeb to get Yahoo to start taking him more seriously.

“Scott, it is not too late for you to take decisive leadership action and avoid the costs and distraction of an expensive proxy contest fighting the Shareholder Slate (which, according to our research, will be well-received by shareholders),” Loeb noted archly, before referring to Yahoo’s current lawsuit against Facebook over patent infringement. “You appear to have enough battles to fight already.”

In other words, if you prefer the “Fatal Attraction” movie metaphor rather than from “Dirty Dancing,” Loeb is not going to be ignored!

Oh, read it all for yourself — here’s the full letter:

Third Point Letter 3.14.12

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

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

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

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

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

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

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

Among his recent activities, according to many sources:

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

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

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

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

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

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

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

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

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

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

In one of the odder things to happen in my journalism career, I was forwarded a flash analyst report by Wall Street’s Macquarie Capital on the news that AllThingsD.com broke yesterday (and foreshadowed before) about the shakeup of Yahoo’s board.

I cover the Silicon Valley Internet giant closely, obviously, and have had a lot of scoops on its machinations over the years. This was simply the latest, and turned out to be on on target (Phew!).

While that is presumably my job as a reporter, it was apparently of “concern” to Macquarie’s analyst.

Said the report:

One final note: it continues to concern us that one particular journalist, Kara Swisher, frequently seems to be privy to such precise information regarding YHOO. On January 9, almost a month prior to the actual release from the company, Kara wrote, “While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.” Yesterday she wrote, “expect a change in the Yahoo board composition, too, as early as this week.” And today at 3:38pm EST, she posted a story that “Yahoo will announce the impending departure of four of its longtime board members, including chairman Roy Bostock. The others headed out the door are Hewlett-Packard exec Vyomesh Joshi, Gary Wilson and Arthur Kern.” While we give much credit to Kara for her ability to obtain this information, we believe it reflects very poorly on YHOO’s ability to maneuver effectively outside the public spotlight.

While I appreciate the fist-bump, it’s unclear why it’s concerning for shareholders — whom these reports are created for — to know this information before Yahoo deigned to release the news or spoonfeeds any other information at investor events. After all, fair, complete and accurate information from anywhere in the tech news media could help them make better investment decisions.

And Yahoo also always operates in the public spotlight, even when it is outside it, as does every tech company. That’s especially true these days, in the vastly changed media environment, in which news moves faster and with more immediate impact.

In fact, I’m concerned that worrywart Wall Street doesn’t grok this — but I’m definitely not surprised, either.

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

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

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

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

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

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

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

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

So, who’s next?

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

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

Here’s the Bostock letter:

Yahoo! Releases Chairman’s Update for Shareholders

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

Dear Fellow Shareholders:

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

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

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

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

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

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

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

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

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

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

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

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

Sincerely,
Roy Bostock
Chairman of the Board

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

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

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

And, presto, it is so!

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

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

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

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

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

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

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

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

Yahoo declined to comment.

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

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

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

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

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

You want news out of Scott Thompson? Then you’d be very disappointed with the Yahoo CEO today. Not surprisingly, the new boss — who wants us to remember that he’s really only officially been at work for two weeks — says it’s too early to talk about his plans.

But he does have some, he insists. For instance:

• He has a plan to fix Yahoo’s big mess in Asia.
• And he has a plan to help fix ad sales, which have been in turnaround for nine months and are still declining.
• And he has a plan to buy some stuff to “fill in technology gaps” that will help with all of that.

But no details on any of that during the Q4 earnings call. Instead, Thompson repeated what he told Yahoo employees during his first address to them — Yahoo is both a media and technology company, and people should get their heads around that — and he laid out some big, pretty obvious ideas:

• It’s important to pay attention to users and advertisers.
• Yahoo should move fast, etc.
• He’s going to double down on some existing Yahoo projects, and cut others.

Got it? Good. More details to come, Thompson says. And yes, for the record: That is a serious Massachusetts accent on the new guy.

—————–

EARLIER

Earlier this month, Yahoo CEO Scott Thompson got on the phone with Wall Street analysts, and refused to discuss the company or his plans for it in much detail.

Fair enough: He had just been hired that morning, and had barely met anyone in the company.

So now it’s been nearly three weeks. Think he’ll offer much more in the way specifics, in the wake of the company’s Q4 earnings report?

Me, neither. But Wall Street will still be hungry for any scraps it can get, whether it’s an update on the company’s Asia mess, a hint about future cost-cutting moves, or a general “here’s what I think we should be doing” state-of-the-state.

We will definitely get a chance to hear the Boston accent that seemed to charm everyone so much in early January. Time to see if it’s still as effective.

4:58 pm: Greetings! Just doing some finger exercises in advance of the call. Also looking for some Kara Swisher aviator glasses, since La Swish is in transit and cannot cover the call herself. I’d say I’ll do my best to channel her as I type, but I don’t think I could handle that.

5:00 pm: There’s time for a quick ticker check: Investors still yawning, and YHOO shares are nearly flat, after-hours. But Apple!

5:01 pm: And we’re off. On the call: Thompson and CFO Tim Morse.

5:03 pm: Thompson: Even though I’ve been here for three weeks, my official start date was only two weeks ago. Still! I had strong opinions before I arrived, and since then, I’ve been looking around: Big opportunity here.

Powerful brand, lots of visitors: 702 million globally! Advertisers like us, etc. “We’re going to work not just at scale, but with speed.” “I feel great about that, but I’m still very clear that we have a lot of work to do.”

You want details? Won’t give ’em. But I’ll talk about guiding principles:

For me, I insist “that we be balanced.” Have to think about customers, who we are, [something I missed] and how we allocate capital. I’ll come back to this in a bit.

And before we get to any of that, let’s talk about Q4 numbers and 2012 projections.

[At this point you can consult the numbers they've already put out]

Let me praise some people. And, “there’s no question” that we can do better. “And we will.” Need to get to market faster, monetize better.

5:07 pm: Here’s Tim Morse, with some numbers. [Again, you can read most of this, so I'll skip most until he gets to the "color" part.]

Challenging quarter, but I’m proud of the team. Etc.

And now, some 2011 numbers. [Again, I'll also skip this stuff.]

[Meanwhile, here's Citigroup analyst Mark Mahaney's take, fresh off the grill: "Fundamental trends remain nothing to email home about. The Display Advertising results were a clear negative, and the Search Advertising results continue to remain murky. Stock buybacks are (almost) always good … Scott Thompson has his work cut out for him …"]

Some details on our display missed. We missed by $15m; $10m of that is from Europe and macroeconomic stuff.

We’re nine months into salesforce revamp. We’re doing pretty good with that. “Several major advertisers” that had bailed or cut back on Yahoo spend have made “meaningful commitments for 2012.”

Some search notes. A reminder that we extended Microsoft search deal through 2013.

We’ll get to 2012 guidance in a minute. But first, a reminder that we’re still growing visitors and page views. More of that to come. U.S. elections and Olympics will be big for us.

“In short, we’ve made progress on many fronts, but that’s not the whole story.” Revenue isn’t growing, and “we expected better.”

5:18 pm: Guidance numbers, which you can also get from the release. But they are “not reflective” of our long-term goals. Because we want to grow.

And margins will get better, too.

And yes, we’re talking about fixing our Asia mess. But we won’t be able to go into details about that on this call.

5:21 pm: Back to Thompson. Okay. So here’s more on that “balance” stuff.

First: Customers. Both our users and our advertisers — we want them both to get real value from us, “and we will focus equally on both.”

We have to get people to use us more frequently. And we need advertisers to know we like them, we really like them.

5:22 pm: Two: “Balance in who we are.” We’re a media company and a tech company. We need to be great about both. “So we end the debate about which is more important … we must do both. End of discussion.”

Three: We gotta grow fast. “When it comes to making decisions, I make them quickly, and then push to move fast, fast, fast.”

Four: We gotta balance investment resources for today, tomorrow and long-term. Right allocation of capital is very important. Most resources have to go to “current core business.” But a lot also has to go to the products of tomorrow and the next 12 months. And also a “small but meaningful” amount into products that won’t show up for a year or more. We need a vibrant long-term product pipeline, and we have to consider businesses that don’t look anything like what we’re doing today.

But need to be very clear — not about restarting investment cycle. Refocusing, which means there are some things that we’re going to stop doing [that is, we'll have shutdowns and cuts].

I have some very clear ideas about the specifics of what we’ll do. But I won’t tell you about them.

Still, some big ideas: Customer experiences, and data.

5:26 pm: On customer experience: 702 million users a month. Did I mention that? Yes, I did. I’ll say it again. “But the sheer numbers of users will not get us to where we need to be.” We have to improve their experience while they’re here: Better interfaces, faster speed, deeper and “much more relevant content.”

And we need advertisers to get better results, and spend more money with Yahoo. [Don't do the opposite!]

On to data: We can use data to make the experience better for users — tweak layout, content, flow of the page and advertisers. “Nobody has done that yet on the Web.” “I know lots of companies talk about using data.” But we mean it. Crucial for you to understand that data is core to our plans. It “will be the key component for driving innovation at Yahoo.”

5:30 pm: So there’s some insight for you. Now on to strategic-review update. Roy said on last call that BOD considered a lot of alternatives. “It’s important for you to know that the company remains open to anything that’s good for our shareholders.” but we’re “focusing on what appears most promising.” “The work is ongoing, and I won’t say more about that today,” but it’s going to be good for shareholders.

Here’s the takeaway: There’s plenty of opportunity here. “Much bigger than the outside world imagines for us today.”

I’m here because we can do more.

5:32 pm: Alrighty. Q&A time.

Q: Please talk about that Interclick deal. What will they contribute in revenue and earnings? Also, update on revenue per search, please.

Morse: $25M of cost in Q1 from ICLK. $10M in revenue. We expect revenue to ramp throughout the year. As far as RPS increase, Microsoft is doing a nice job, and so are our sales guys.

“We’re definitely closing the gap” when it comes to search. But a reminder that we have a guarantee though March 2013.

Q: On that balance thing: How important will Q&A be here? Big deals in the works? Also, what do you see in macro environment?

Thompson: I think there’s going to be some stuff that we need that we don’t have, and so we’ll probably have to be “aggressive” in the market. “I’m relatively certain that there will be things that interest us” to help us “fill in technology gaps.”

Morse: Europe wasn’t great last quarter, and early indications are the same now. Not expecting much change this quarter, anywhere.

Q: How about a dividend? Also, how do your big principles play into display ad turnaround?

Thompson: “Too early” to imagine dividends. On turning around display: I’ve tried to spend a lot of time trying to figure out our problems there. “We are after that with a very high sense of urgency.” Number-one priority for now.

Q: Also on display. Any sacred cows going forward? Also, on premium video — how are your original series performing?

Thompson: Not sure how to interpret that cow question. “We are understanding and evaluating all options … personally, I’m being very aggressive.”

Morse: Last month, we had nine out of the top 10 original shows in U.S. We don’t give out revenue and pageview and streaming numbers, but “assume healthy growth there.” But more work to be done.

Q: Tim: Please give us more detail on premium display pricing. Scott: You guys made a lot of buzz with that Tom Hanks show announcement. Please discuss economics. Also: Experiment, or prelude to more?

Morse: Like I said, premium display below where we wanted, but it was in the range. And Interclick will make that better.

Thompson: Yeah, that was great buzz at CES. “It was more than the event itself,” everyone had nice things to say. “I was pleasantly surprised.” Not going to share details on dollars. So far, “we’ve had reasonably good success” with the originals we’ve done past.

Q: You talked about doing things Yahoo hasn’t done before. Like what? Also, for Morse: Shouldn’t he be worried about Yahoo’s share on mobile devices?

Thompson: Too early for me talk about strategically what we’re doing.

Morse: On search — yeah, we want to grow our O&O. In terms of mobile share, it’s so early right now. “It’s very intriguing in terms of how we’re going to play.”

But new revenue streams from mobile are even more important than existing ones.

Thompson: Important to point out that “no winner” has shown up yet when it comes to mobility. [Really?]

Thompson: Did I mention data? Let me mention it again. We have tons of it. It’s going to be huge for us. Data and technology can help us predict what users want to do next; it’s a huge advantage for us.

Q: Carol called this a communications company. Terry Semel called it a media company. And you?

Thompson: I had this all-hands meeting, and I said it again today. There’s this long-standing debate here. But “we better be darn good at both. In fact, I think we ought to great.”

Morse: Discussion of financials. Gap between reporter and subject.

Q: You said you’d realign around key areas of focus. But what’s new about that? Are there new verticals? Also, since you’re talking about investing, how does that jibe with operating margin goals?

Thompson: We’re working really hard to evaluate options. “Providing more detail for you today … is just a little bit premature.” “I actually feel a little bit bad” that I can’t tell you more.

“Just a little bit longer, if you will, before we get really specific” on that.

Morse: Yes, we’re going to spend money. But we’re also going to stop those projects, so we can move money around.

Q: On display: Seems like big opportunity to monetize your leftover inventory. Talk about that, please.

Morse: Yep. That’s one reason why we bought Interclick. (Also, theoretically, the reason for this.)

Q: Talk more about Interclick. $10m revenue, $25M costs. But that doesn’t look like what they were doing before you bought them — they had $2M EBITDA per quarter. What’s going on?

Morse: A lot of what they were doing before was related to Yahoo, so we have to eliminate some of that for reporting. Also, we’re building out so we can do more with that. Also, we have to start amortizing intangibles. Also! “This is the first quarter, right out the gate.”

Q: For Scott: You talked about growth before. Can you talk about growth via acquisition, and new business versus growth of existing business? Also, please talk about mobile traffic.

Thompson: I’ve talked to customers. “The conversations were fascinating.” People want us to grow. They also told us “exactly what we have to do to get more of their spend, today.” We can do that. We don’t have to grow solely via M&A. “The really good news is, the customers are there, they’re cheering for us.”

As far as mobile, I haven’t really seen the data. But I’m sure it’s growing really fast. It did at the last business I was at.

Morse: Right.

That’s it, everyone. All done for today.

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

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

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

Here it is, penned to Yahoo Chairman Roy Bostock:

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

Dear Roy:

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

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

Sincerely
/s/ Jerry Yang
Jerry Yang

According to sources close to the situation, Yahoo co-founder Jerry Yang is just the first shoe to drop in what is shaping up to be what looks like a large exodus of board members from the Silicon Valley Internet company.

Sources said four other directors will also step down soon. As I wrote last week, in a post suggesting Yang might also go, the prime candidates to go appear to be: Chairman Roy Bostock, Arthur Kern, Vyomesh Joshi, and Gary Wilson.

As I noted in a post titled “Yahapocalypse Now?”:

While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.

While it now is more of a when rather than an if, many sources report, how it goes down is the key part of the move. And who will be the chairman then will be the big conundrum — either an internal candidate, such as David Kenny, or a fresh-eyed outsider.

Another question mark: Whether co-founder Jerry Yang could also move along off the board with Bostock. While Internet company founders usually stick on boards, it’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.

And the major impetus for the board cleansing, besides the obvious need to drastically shake up what might be the most dysfunctional board in all of tech? Worries about possible lawsuits, as well as a proxy fight that could spell disaster for the already troubled Yahoo.

Sources said among the issues most worrisome is how this board conducted recent attempts to sell part of the company to private equity firms rather than sell it whole.

In addition, shareholder pressures — especially the distinct possibility of a proxy fight from Daniel Loeb of Third Point — have been mounting on the Yahoo board.

Still, it does look like Yang still motored out of the company he co-founded — an accomplishment that should be feted, despite recent misses at Yahoo — on his own, even if he had few other good options in the end.

If you thought things were going to quiet down with Yahoo now that it has installed new CEO Scott Thompson in place, think again!

That’s because of a very unusual — well, to be fair, unusual for most companies, but not for perpetually storm-tossed Yahoo — confluence of important events about to take place all at once over the next six weeks.

And, like a very dicey game of corporate Jenga, each has the ability to upend and impact the other significantly, either for the good or, well, for the bad.

Here are the four horsemen of the possible Yahapocalypse, all riding into town very soon:

Q4 Results: Yahoo will report its fourth quarter earnings on January 24th, after the markets close. While sources said the company has managed to turn around what was looking like a first-class disaster, it’s still not going to be a pretty picture when it comes to advertising growth, consumer engagement and other key metrics.

Simply put, Yahoo needs to show investors a fast-growing business. Instead, sources said the Q4 results will likely come in at the bottom of the expected range, which should be unimpressive, even though this has been business as usual at Yahoo for some time.

If Google and others have strong reports, of course, it will make the situation worse.

Along with goosing its ad business again, Yahoo needs to spur innovation and intro some cool new products in new arenas to make Silicon Valley and others perk up.

Proxy Fight?: Weak results will give a nice lift to potential efforts by activist investor Daniel Loeb of Third Point — a major Yahoo shareholder — to wage a proxy fight for control of the company. He’s already here in Silicon Valley this week searching for possible board members for an alternate slate of directors.

As I wrote earlier today, the earliest nominations for directors can be submitted is February 24. Loeb then has a month after that to submit a competing roster.

Worse for Yahoo, many of Yahoo’s major investors are mulling backing Loeb if he initiates a battle for control of the company.

There’s no doubt that Loeb is and means to be a thorn in Yahoo’s side — he already made a lot of noise about its consideration of partial investments from private equity firms, due to low share prices — until major changes take place at the company.

And by major, Loeb’s intent seems to be along these baseball lines: Throw the bums out!

Board in Flux: Speaking of the board, it’s not the pretty picture of solidarity as you might think.

Actually, no one in their right mind thinks that. This board is about as dysfunctional as they come. (It’s like that group on “American Horror Story,” minus the bald dwarf in the basement.)

Right now, several sources report, various factions are jockeying over which board members go and which stay. The Wall Street Journal reported last week on a formal search for new board members to replace outgoing ones, but it’s much more complex than just that.

While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.

While it now is more of a when rather than an if, many sources report, how it goes down is the key part of the move. And who will be the chairman then will be the big conundrum — either an internal candidate, such as David Kenny, or a fresh-eyed outsider.

Another question mark: Whether co-founder Jerry Yang could also move along off the board with Bostock. While Internet company founders usually stick on boards, it’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.

For now, make no mistake, Bostock is still in charge of the board and Yang is the only real power behind that power, despite the recent influence of director Brad Smith.

But, with all the pressure by shareholders, some sources suggest that it might finally be time for some significant change at the board level, starting with the pair most associated with all its troubles.

Or, um, not.

If there is going to be any action at all, expect it before February 24th — when Loeb can start making real trouble.

Asian Solution: A lot of the above hinges on whether Bostock and Yang can deliver the promise of a deal with its long disgruntled Asian partners, Alibaba Group and SoftBank.

The trio is now engaged on negotiations about a tax-free deal, in which Yahoo would sell back some of its stakes in its Asian properties and get money and other operating assets in return.

While it’s good news that the talks are finally proceeding with some level of normal functionality, it’s still a complex situation and one with a lot of outstanding questions.

Most important: Which operating assets will be bought in the deal to hand over to Yahoo? And also, what will the valuations be?

Sources close to the situation said that the talks remain slow-going and frustrating — “The stop-and-go of all time,” joked one person involved. But they are moving forward, which is no small thing when it comes to these three.

That’s critical for Yahoo, which can ill afford to disappoint shareholders if no lucrative, cash-rich deal happens in Asia. And, it needs to happen before Loeb can act on a proxy fight too, since a successful end to its Asian issues will negate his momentum dramatically.

Oh Yeah, Running the Core Business Stuff: As usual, a full and fraught month for Yahoo and its directors, who have other things to do, I assume.

But not me and not new CEO Thompson. By the way, the former eBay exec will presumably be very busy doing some significant rejiggering of the core Yahoo business in the meantime.

Could that mean a new product direction for Yahoo, for example, around data? Could it mean a passel of new execs? Could it mean layoffs?

Or, could it mean Thompson will finally solve the ultimate sword-in-the-stone question: What is Yahoo?

And that, in the end, will be the real victory.

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

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

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

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

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

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

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

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

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

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

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

And no one wants a replay of that.

This morning, Yahoo said it had hired PayPal President Scott Thompson as its newest victim, oops, CEO.

(You can read my interview with him too, here.)

AllThingsD.com had reported the pending development last night — which is how we roll here.

Now we will roll into the conference call on the matter, and are hoping that the head of the lucrative eBay payments unit will make an appearance, given that he does not start until next week.

One piece of advice I will extend Thompson: I would refrain from cursing, as previous Yahoo CEO Carol Bartz did on her first outing. (She was fired in September, although not precisely for the cussing she so enjoyed partaking in.)

Here we go!

7:02 am: It’s on, with Thompson present.

Yahoo Chairman Roy Bostock begins, and he is “very excited, very excited.”

I’d be very excited if Thompson talked and not Roy, who has been to this particular Yahoo CEO rodeo a few too many times before.

Bostock is making promises that this time it’s going to be different. Really!

He also notes that the company will continue its “strategic review” — but who knows what that means now.

And he thanks Tim Morse, the interim CEO who is moving back to the CFO job. (Agreed — nice work, Tim!)

7:06 am: Scott Thompson is on and is “just thrilled” to be the new Yahoo CEO.

I like his accent, which seems like he might be from Boston. He does look and sound like Cliff Clavin, the mailman guy at the Beantown bar from the television classic “Cheers.”

Except, given he has been the darkest of dark horses in this CEO race, nobody knew Thompson’s name.

Thompson is saying all the right stuff, about wanting to increase shareholder value and such.

He sounds so hopeful! Urgency! Thoughtfulness! A bright new morning at Yahoo!

I have been to this rodeo before too, but I am still hoping this time it’ll work.

Scott, if you let me down, I might cry, because you sound so nice.

7:09 am Q&A time already.

Congrats from the Wall Street analyst peanut gallery.

Then, it’s right into a question for Bostock, about the progress of the Asian assets deal.

Also, is Thompson too much of a technologist and not a media dude?

Bostock wants to talk about only Scott, but notes that there will be “no slowdown and no delay” in the Asian process. And Thompson will be all onboard when he comes on board, folks.

Bostock sounds tired, but starts to talk about how a “great customer experience” is the key to the advertising business. He notes that Thompson knows how to do this, hence he’ll be fantastic.

“I have every expectation he’ll be out there calling on advertisers,” says Bostock. I would hope so, given that is where Yahoo makes most of its lettuce.

Bostock is saying Yahoo has been “treading water” and now needs to swim fast. Treading water? I wonder who the top honcho at Yahoo has been while the company has been listlessly dangling its legs in the drink?

Roy — that’s who!

7:15 am: Another analyst asks about margins.

Thompson is not having any of it! He is polite when asking for time to get on the job to make proper statements.

But he does focus on the need to build “great, innovative” products. True, but Yahoo has been incredibly unable to do this of late.

Thompson gives no specifics, though. My big idea: I would steal the self-driving car from Google.

7:17 am: A question about what the core of Yahoo is, and about what lessons Thompson is bringing from his experience at PayPal.

Well, he has not met the team — literally. Yahoo’s board consulted almost no one in the top ranks of execs on this appointment.

But Thompson “suspects” there is talent there. Given the recent attrition, he’ll need a big Inspector Clouseau magnifying glass to find it!

From eBay’s PayPal, he says that the key was balancing the customer experience with network effect and, well, blah, blah, blah Internet-speak.

I am still thinking shoplifting the self-driving car is the bestest idea.

7:20 am: A question about Yahoo’s display business versus Google.

Thompson notes it is too early for him to say — though he had better say soon! — but notes that data is key. He is a well-known by-the-numbers guy, and that is clearly where we are going at Yahoo, now that he is the big dog.

Thus:

“The data these Internet businesses create, the ability to use analytical technology to build a better businesses for your customers … I feel certain that wealth of data is going to be exploitable for next generation products, next generation experiences … My instinct says down in that data we’re going to be able to find ways to compete and innovate that the world hasn’t seen yet.”

I am really liking this accent, which is almost lulling. And so polite! Sources tell me that being “collaborative” was a big goal in this hiring.

7:22 am: A question about the identity of Yahoo, and whether it should be public or private.

Thompson harps on the need for innovation, and hopes it will be the future.

“I would not be here if I didn’t think it was possible,” says Thompson.

Bostock takes the public/private question. Yahoo will be public, he declares! Mostly, because it would be too pricey to take private.

“It’s a moot point,” he says.

7:25 am: More questions about what Yahoo is.

Thompson declines to run off the rails on this dicey one, but he says he believes that Yahoo has great assets.

It does. It’s just that it has been crashed many times — by the people who just hired him — right into a wall.

Just sayin’ — a self-driving car would have done a better job.

7:27 am: A brain-drain question, and more on Asia and on mobile.

Bostock butts in again. He said that Thompson will not be distracted by that, and will concentrate on the core business. Hush up, Roy.

Thompson says that he looks forward to meeting the peeps of Yahoo. (’Cuz he has not, as yet!)

He also loves mobile — which Yahoo has largely borked.

7:32 am: A content strategy question. Early days, so Thompson is still keeping his yap shut.

In this, he’s like the anti-Bartz. Is this good? It’s certainly different.

He says again that, “I can’t wait to meet” everyone at Yahoo. Vice versa, because this dude came from left field.

Thompson promises that he will be a “sponge.”

He closes by noting that he is “genuinely excited,” and says he believes in Yahoo.

Indeed, when it comes to Yahoo, you definitely gotta have faith.

As I reported late last night, Yahoo said it had named PayPal President Scott Thompson as its new CEO. The exec is currently in charge of the large eBay online payments unit.

He’ll start next week, but there are staff conference calls today and also an all-hands meeting on Yahoo’s main Silicon Valley campus (meet at URLs, troops!) tomorrow.

Yahoo shares are down almost three percent on the news so far, as Wall Street has been hoping for a big sale of some sort and not another turnaround.

Yahoo will be holding a 7 am PT press conference about the move and presumably to swan around Thompson.

(Welcome, Scott! I hope you were informed — please do not listen to what co-founder Jerry Yang says on this important issue — that you are supposed to send all internal memos to me! Also, as one of my Twitter followers, Mike Dudas of Google just tweeted: “If Thompson leads companies as well as he grows a moustache, Yahoo made a great CEO choice!!” I concur.)

A Yahoo PR person confirmed the hire very cordially in a phone call early this morning and the Internet giant also put out a press release.

So did I, of a sort, last night. Given I am too tired to rewrite myself, here is what I had reported:

The company fired its last CEO, Carol Bartz, in September, and Yahoo has been run by the board and also by interim CEO Tim Morse, who had previously been its CFO.

After Bartz’s ouster, Yahoo said it was looking at a range of strategic options, including the possible sale of all or part of the company.

That was the focus at first, although Yahoo had simultaneously hired Heidrick & Struggles to look for a new CEO.

The company attracted two partial investment bids from private equity firms, Silver Lake and TPG Capital, but shareholders were unhappy with the low prices of these so-called PIPE — Private Investment in Public Equity — arrangements.

Yahoo then moved to try to strike a tax-advantaged deal with its long disgruntled Asian partners, China’s Alibaba Group and Japan’s SoftBank, to sell back parts of the large stakes it has long owned in Alibaba and Yahoo! Japan.

Those complex negotiations are still ongoing and look promising, which could yield Yahoo billions of dollars in capital to be given to investors, for stock buybacks or to invest in new initiatives.

Since then, the board — long considered one of the more cloddish in tech — has turned its attention to hiring a new CEO, in the hopes of trying once again to revive its flagging fortunes.

Thus, it began looking to hire someone with deep tech experience at a large public consumer Internet company in Silicon Valley.

That narrowed the field, with Yahoo looking at a range of choices with expertise in advertising, technology platforms and more.

There is a lot of that on the deep bench that eBay CEO John Donahoe has assembled at the online commerce giant, including Thompson.

Plus, he is a genuine Internet geek.

According to his eBay bio, Thompson became president of PayPal in early 2008, after serving as its CTO in charge of information technology, product development and architecture.

Before eBay, he worked at Inovant, a subsidiary of Visa formed to oversee global technology for the organization. He was also CIO of Barclays Global Investors and has worked at Coopers and Lybrand on information technology.

And here’s a tasty new wrinkle: Thompson recently “liked” Yahoo on his Facebook page, along with the decidedly more interesting Kickstarter and Splunk.

Again, Scott, thanks for the Facebook tip — I knew the social networking site could come in handy!

(Also, here is an interview I did with him post-announcement.)

And here is Yahoo’s official press release where Yahoo Chairman Roy Bostock says nice stuff about Thompson:

YHOO_News_2012_1_4_General

Maybe get something cooking in the whole what-will-Yahoo-do stakes, now that one of Yahoo’s more active board members is back.

And by “back,” I mean that Kenny — no longer a candidate for CEO — has no further need to recuse himself from the strategic process in which the Silicon Valley Internet company finds itself.

In an interview with Advertising Age last week, Kenny — the well-regarded online ad exec who recently stepped down as president of network infrastructure giant Akamai — released an unusual statement:

As a matter of policy, I do not comment on matters related to Yahoo as a Yahoo director. However, as a personal matter, I want to clarify that I believe Yahoo is a great company with enormous potential, but I am not — and will not be — a candidate for the CEO position. I look forward to my continued service on the Yahoo Board of Directors.”

By removing himself from the fray, that means, according to several sources, that Kenny will be diving back into sleeve-rolling duties at Yahoo, as one of its — how can I put this? — less comatose board members.

In fact — until he was sidelined by the obvious conflict of interest inherent in wanting to be CEO, while also directing the fate of Yahoo for shareholder value — Kenny had been deeply involved in a lot of the changes that had taken place of late, after a long period of board inaction.

That included the ouster of CEO Carol Bartz, who was fired for a number of reasons, including lack of strategic vision. It was relatively new board member Kenny — he became a director in February — who led the strategy committee that had asked Bartz for her road map, which she did not deliver to their liking. Obviously.

Because of the swirl around his possible CEO candidacy — Kenny was a noticeable inside candidate, since he is well known in the Internet advertising world for running and then selling Digitas to the Publicis Groupe for $1.3 billion in 2006 — he gave up leadership of the committee to Intuit President Brad Smith.

Sources said it is unlikely Kenny will get that top job back, but he remains a member of the transactions committee, which is leading the strategic review of the company.

That’s the key slot for the independent board members of Yahoo, who must ultimately be the ones to determine what path or offer the company will take.

One plus: Kenny has close relationships with most of the bidders — largely private equity firms — looking at Yahoo, and also is well known among the media and tech companies poking around, too. He also has advertising — and now tech — experience, which will be much needed as Yahoo explores its options.

Most importantly, Kenny is an independent director, which will be very important to the process going forward, especially since a lot of the spotlight has fallen on Yahoo co-founder and director Jerry Yang.

Yang — who has been a bit of a Yahoo lightning rod at times — has been involved in some of the meetings with those interested, along with interim CEO Tim Morse. The company recently noted that this was at the behest of the board.

While these were only informational meetings so far — and not negotiations, as some reports have surmised — Yang’s involvement will likely have to be more curtailed, at least publicly, especially if any of the deals include using his own large stake in Yahoo.

“This process has to be above board, since it is so easy for those wanting a better deal to try to cause all kinds of trouble,” said one source. “The company is already under attack in that regard.”

That’s a reference to a recent salvo by hedge fund activist Dan Loeb, a major Yahoo shareholder who has taken aim at the board and, last week, at Yang. Loeb essentially accused Yang of double-dealing in the process.

Enter Kenny, along with Smith and — to an increasingly lesser extent, of late — Yahoo Chairman Roy Bostock. While there are other independent board members involved, these are the three to watch most closely now.

While some think Kenny still would like to be CEO of Yahoo — he was also on the short list several years ago when Bartz was hired — sources said he is more likely to take a job at another consumer Internet company.

While he certainly could slot into a large advertising firm or into the digital division of a big media concern, sources said Kenny is looking to be a CEO.

Just not at Yahoo.

At least for now, since down the road it is unclear what will become of Yahoo and who will run it in years to come.

In fact, it might even be Kenny in the end.

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

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

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

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

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

Wrote Loeb, in part:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sincerely,

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

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

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

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

YHOO-20111104-SC13DA-0

Doggedly committed to the company he co-founded, Yang joins us today as a Yahoo director — ironically, one facing many of the same obstacles that confronted him back in 2008. One bright light amid the darkness: Yahoo’s massive and successful business interests Asia, currently overseen by Senior VP Rose Tsou, who joins Yang on the D stage today.

7:57 am: Good morning from Hong Kong. Yahoo’s Jerry Yang and Rose Tsou will be on stage shortly.

In the meantime, I can report that we’re playing Stray Cats in the ballroom here at the Grand Hyatt.

And now, some Devo. Perhaps at some point we’ll move to non-80s music. And if so, I’ll advise.

The Devo’s pretty good, though. If you want to play at home, enjoy.

8:03 am: And here’s Walt Mossberg. (Who walks onstage to Van Halen)

Walt delivers an update on Kara. She’s doing just fine, as you can tell if you follow her Twitter account.

Walt starts out with a D tribute to Steve Jobs. “I personally believe he’s a historical figure. Somebody who will be remembered alongside Ford and Edison.”

Walt talks about Jobs agreeing to come to the first D conference, and four more following. The last year, “he looked extremely frail — I think a lot of people were concerned.” And then he spoke with great vigor for an hour and a half.

“He’s been a terrific supporter of AllThingsD. That doesn’t mean he wouldn’t complain. That doesn’t mean he wouldn’t try to get us not to talk about things, and we would say no, and he would knock it out of the park anyway.”

8:08 am: And now, Jerry Yang and Rose Tsou.

Some discussion of Kara’s health and great affection for writing about Yahoo. Walt notes that Kara filed a couple Yahoo stories while en route to the hospital Wednesday.

8:10 am: Walt: Tell us about the status of the CEO search.

Jerry: There’s a search and a search committee. “I think the board is pretty excited about the prospects, about the way we can invigorate the company, and the search process is one of them.”

Looking at all the options, both for Yahoo, and a prospective CEO.

8:12 am: Walt: How do you look for a CEO while you’re putting yourself up for sale?

Jerry: “The board works for the shareholders, and anything that benefits the shareholders, the board has to listen to.”

8:13 am: So what are some of the real options: A sale, and what else?

Jerry: Yahoo has a great core business “and I feel like we’re making great progress.” Great brand, 700 million users, etc. “It is the thing that everybody is looking at, and saying, “how do we invigorate growth around that?”

And we have investments with Softbank in Yahoo Japan, and here in China with Alibaba. Very valuable.

8:14 am: Walt: That’s the most important asset, according to Wall Street.

Jerry: Yes, there are plenty of options.

Walt: But you need to decide what you are. Last time you were here in 2008, I asked you and Sue Decker “what is Yahoo”? And to be honest, you guys had a lot of answers, but not a crisp answer, like Steve Ballmer or Steve Jobs or Larry Page would have.

So let’s try another version. “Why should 700 million keep going to Yahoo?”

8:16 am: Jerry: Everyone who works at Yahoo gets what we want to do — “we want to be the premier digital media company.”

8:16 am: Walt: Are you that now? Because I think people might say YouTube, or Apple, or Amazon…

Jerry: Yes.

Walt: Really?

Jerry: Sure.

Walt: Give me examples.

Jerry: You can watch videos, for instance, we’ve also got news, finance, sports, entertainment. “We’re probably category leaders across the spectrum, in different regions.” Yahoo Mail is big.

Walt: But hasn’t Yahoo Mail gone down?

Jerry: Yes, people think Yahoo Mail is declining, but the number of messages is up, engagement is up. Web-based mail is being replaced by mobile and other devices. But the fundamental back-end proposition that we offer is stronger than ever.

8:18 am: Rose: People come for Yahoo news, or finance, and they discover other stuff, like videos. A couple of weeks ago, we launched a premium video consumption site in the U.S. In India, where there’s low-bandwidth access, video and entertainment are very big for us.

Providers want to be on our platform, because of our reach, all over the world.

8:20 am: Walt: Jerry, do you have all the Hollywood and big media deals you need to make this happen?

Jerry: If you look at the media part, we’ve evolved from being a pure aggregation play to “having a voice.” We’re creating “color” around other people’s stuff, and we’re making our own. Like last week, when we were the exclusive streamer for the Bill Clinton concert.

Yahoo Sports “is a very well-known service in the United States that routinely breaks news now.”

8:21 am: Walt: Do you need to move more into video, etc.? Sports is big for you but you can’t watch sports on Yahoo.

Jerry: At the end of the day, if you look at what Yahoo’s been for past 15, 16 years, the part we have to sharpen is distributing content for our partners. Outside the U.S., we’ll definitely be distributing TV. In the U.S., less of that, but note our (most recent) partnership with ABC News.

In Silicon Valley there’s one view. But the reality is Yahoo is doing lots of those things.

8:23 am: Walt: Back to the review. What’s the best outcome. Would it be best if Jack Ma bought the whole thing?

Jerry: You’d have to ask him.

Walt: I’m asking you.

Jerry: As the founder, “the true ambition for me is to see Yahoo achieve the potential it’s in the position to achieve.”

I think that’s what the board and management are trying to do.

Walt: So can an entrepreneur like Jack make that happen?

Jerry: We’re looking at everything.

Walt: Do you want to be in the hands of a PE company?

Jerry: I don’t know, Walt. I think all of the options will work themselves out.

8:25 am: Walt: OK. The Microsoft deal, where at one point they were going to buy you, and then it became a search deal. It seems like it hasn’t caught fire and done as much for you as you’d hoped.

Jerry: “I think Microsoft is a very very important partner for us.” We’ve extended our revenue guarantee. But we both realize this has to work for both sides. “It takes trial and error. It takes work. I will probably venture that the Microsoft folks would say the partnership hasn’t gone the way they wanted.”

Walt: Meanwhile other people keep nudging into search. Even Apple’s Siri can represent search.

Jerry: Our focus is simple. We can control the way our users conduct a search. We’ve gotten very good at that. Microsoft is responsible for the back end, and for monetization. And the core focus is monetization. So there will be innovation about the way you find search, and define search, but really the core focus is on monetization, and we can’t help Microsoft much with that.

8:29 am: Walt: Rose, let’s talk about Asia. How important is Asia to Yahoo and consumers as a whole?

Rose: Very important! And growing! Between southeast Asia and India, in the next three years, there will be 100 million users coming online.

Walt: Primarily through mobile, right?

Rose: Yep. And not the smartphone we’re used to, but the $50 feature phone.

Walt: But as you know, smartphones will get even cheaper.

Rose: Yes, and a $100 feature phone now functions much like a smartphone.

Walt: So are you building features for that market segment?

Rose: Absolutely. For starters, we have to make sure media and communication products render well on those phones. And then we have to work on discoverability. People have to find your services. So we do a lot of partnership deals with chipset deals, and handset manufacturers, for instance.

Walt: How does a chipset deal help media discovery?

Rose: Great question. For example, we did a deal with a chip company so the media discoverability is sort of baked into the middleware. So when they pass on the chips to handset makers, it’s that much easier. In the feature phone market, lots of local makers are very happy to have brands like Yahoo baked onto the chipset market. We’ve gotten great feedback from manufacturers in India, Indonesia, China.

8:34 am: Walt: Jerry, there was a good story in the Asian WSJ the other day, tied to Steve Jobs’s death. It wanted to know about the Steve Jobs of China, and whether China was able to harness the energy and wonderful companies and services you have here, “but a lot of it is considered derivative” — they iterate on ideas that originate in the U.S. or elsewhere. Jerry, “what’s the deal there?” Do you think that’s right? When will China “startle the U.S.” by thinking up its own stuff?

Jerry: Two sides to that. I’m an optimist about China and Asia. “It’s just a matter of time… before true innovation comes. Now, it’s just not fair comparing it to Steve. He’s rare even for the U.S.”

Walt: I know. But he did lots of great world-changing things, and it’d be nice if a Chinese entreprenuer did one.

8:37 am: Jerry: “This is a statistics and probability question.” The number of people with technical training, and a Western education and understanding of how platforms work, and experience. Even compared to 10 years ago, management has so much more experience.

Still, there are challenges. “This is not a foregone conclusion.” There’s a question about how does media censorship affect creativity and entrepreneurial spirit. We don’t know yet.

8:39 am: Walt: I’m sure you remember that 20 years ago, it seemed like Japan was going to surpass the U.S., and there was a lot of government organization around that. But it didn’t happen.

Jerry: Please understand. “I’m not saying that China is going to overtake the U.S.” — there’s still a tremendous amount of advantage that Silicon Valley, or New York, or whatever, has with entrepreneurial culture, etc.

8:40 am: Rose: It’s harder to do breakthrough stuff here because the market is really big, and the competition is really fierce. “So I think there is less risk-taking, in going about doing something that’s never been proven elsewhere.” It’s more natural to see what works somewhere else, and replicate that.

Walt: Like those fake Apple stores they have in China.

Rose: Yep. On the other hand, the speed of iteration they have here is amazing. So they take a concept from the West, but they move so fast, that soon it’s a different thing.

8:42 am: Q&A:

Q: As you look at what Yahoo could be, what are the one or two key areas that it could go after to truly transform itself?

Jerry: We’re really focused on trying to “turn Yahoo inside out.” We do a huge amount of services internally: Data, content, personalization. Lots of other people on the Web around the world could use that.

Also, there are going to be multiple platforms: iOS, Android, maybe Microsoft. And we have to be able to play on all of them. And that’s an opportunity for people like us, who can distribute a large amount of content and services.

But this “inside out” idea is a big one.

8:45 am: Q: (via Eric Jackson): Your media answer reminds me of your vision 10 years ago, with Terry Semel, and Lloyd Braun, etc., that you backed down from. What did you learn then and how is that affecting what you’re doing now?

Jerry: The realization is “that we have to continue to disrupt ourselves in terms of how we distribute.” So just publishing on Web pages and HTML, and don’t pay attention to apps, and mobile, and social media, and we’re not being disruptive, then that won’t work. People think that media means you have to stream or pipe data. But it can be more than that. Ten years ago, we didn’t really focus on that disruptive element — “we just tried to put TV on the Internet.” And some of that worked, but some of that didn’t.

And we’re done — though as Jerry walks off stage, he tells Walt “I passed.”

Now, off to a demo from digital camera-maker Lytro.

Today, Yahoo leaders — all of them in two different memos — took to the keyboards to fill their 14,000 employees in on what’s up.

Reading them, Yahoos must now be more confused than ever.

To summarize: Yahoo is for sale, sort of. But we’re taking it slow, because we always like to drag out the uncertainty here at Sunnyvale HQ. Hey, keep working hard and innovating, despite the still-matrixed system. But don’t fret that your job and career hang in the balance. And have a good weekend!

In the first email, Yahoo Chairman Roy Bostock and co-founders David Filo and Jerry Yang — also a director — penned a rambling missive, which finally admitted the company was indeed, as was first reported here, for sale.

Yahoo said hired-gun investment advisor, Allen & Co., was “fielding inquiries from multiple parties that have already expressed interest in a number of potential options.”

Not to be a niggler, but didn’t Yang tell the troops at an all-hands meeting recently that Yahoo was not for sale?

Details! Thus, said the memo, until the company sorts out all the offers just pouring in — not so much, but when you’re selling a house, you put on the dog — Yahoos had to keep working hard.

Therefore: “What Yahoo! needs to do better — and we’ve talked about this — is accelerate innovation, reignite inspiration, and give our users what they want now — great content that is engaging and easy-to-use on any device and provides an experience in which they can participate and contribute. Perhaps most importantly, we need to anticipate what they will want next.”

You’ve. Talked. About. This. You mean to try to make cool stuff like every other tech company — Apple, Facebook, Google — already does? Mind-blowing.

After a little throat-clearing on its fake search for a new permanent CEO and some media-bashing (yes, this all my fault!), the memo noted that all this fancy strategery is going to take “months, not weeks.”

(Is it just me or does it feel as though former CEO Carol Bartz was fired a badillion years ago, instead of just weeks ago? Plus, I actually believe I officially now miss her kooky-but-genuine Friday staff emails.)

The Gang of Three email was followed by one from the incredible shrinking interim CEO Tim Morse, who said Yahoo was not in “limbo,” due to all this obvious limboness about the strategy.

“That means we will not be sitting still over the next few months,” Morse wrote. “We are actively making decisions and taking action.”

In other words, nothing to see here. Except everything.

Oh, I give up — just read for yourselves:

Dear Yahoos:

In our recent all hands meeting, we talked about the Board’s strategic review to help return the Company to a path of robust growth and industry-leading innovation. While our teams are working to evaluate the many opportunities by which Yahoo! can continue building on our success, all kinds of people have been — and will continue — speculating in the media about where that work is headed, so we thought it best to provide you with some additional context directly from those of us who are closest to it. We don’t have specific news to share with you today, but we are committed to communicating with you directly from time to time — especially given the level of external swirl — so that you know where we are in the process. You can expect periodic updates from us and we encourage you to communicate with us as well.

At the heart of what we are doing is our belief that Yahoo!’s core strengths are not only relevant to where users are going today, but can serve as a foundation for the next phase of our company’s growth. Consider our strengths: we have 680 million users worldwide. We have nine of the #1 properties in the U.S., and we are a leader in display advertising. Our brand is iconic — we are not the only ones who bleed purple. By whatever measure you want to use — engagement, quality of products and services, our value to our advertisers — we all feel that we have what it takes to succeed. Also, our Asia assets remain one of our top priorities and we continue to work well with the teams there. As you may have seen, Alibaba Group has just announced a liquidity event for its employees that reflects a continued appreciation in its value, and therefore of the value of our stake.

What Yahoo! needs to do better — and we’ve talked about this — is accelerate innovation, reignite inspiration, and give our users what they want now — great content that is engaging and easy-to-use on any device and provides an experience in which they can participate and contribute. Perhaps most importantly, we need to anticipate what they will want next. That is the path to enhancing the value of Yahoo! for all of its stakeholders, including its users, customers, shareholders, partners and Yahoos everywhere. Our strategic review is designed to help us map out the best way to achieve that.

At this point, we cannot offer many specifics about the Board’s review; we’ve just gotten started. You should know that the entire Board and management team are fully aligned and unanimous in their views regarding the scope of this work. Allen & Company was a logical choice to help us in this review, because they have been one of our advisers for some time, and this is familiar territory for them. Achieving success in our sector is intrinsic to what they do for a living, and they will be constructive partners.

Our advisers are working with us to develop ideas that we will pursue proactively. At the same time, they are fielding inquiries from multiple parties that have already expressed interest in a number of potential options. We will take the time we need to select and structure the best approach for the company, its shareholders and employees.

In addition, as we announced previously, the Board has commenced a search for a permanent Chief Executive Officer. That process also continues.

When we have updates that we can share we will do so. There will be plenty of rumors and speculation as different parties try to advance their agendas in the media — but it is important that we not be distracted by the rumors and speculation.

You are instrumental to the success of our business — we can’t do it without you. While we will move with a sense of urgency, this process will take time. Months, not weeks. We know that’s a lot of potential distraction, but we believe it will be worth the wait. We are forging a path to a next phase of growth for Yahoo! that feels like our best days: fun, full of possibility, and always in search of how to deliver the new thing people want from us. Together, we can write the next great chapter in the Yahoo! story and secure our place as one of those rarities: an internet company that endures.

Jerry
Roy
David

Yahoos,

I’m sure by now you’ve all seen the note from Jerry, David and Roy. I want you to know that while the Board works through all of our options, CEO Staff and I have been charged to move the company forward.

That means we will not be sitting still over the next few months. We are actively making decisions and taking action.

In fact, for three days this week, CEO staff and I met to do just that. Our planning for 2012 is well underway, and we continue to execute on our current plans — such as our Social Chrome announcement this week. (I want to make sure to give a big shout out to the team behind it; it’s getting some great press.)

You see, the Board is confident we can execute our current game plan in the short term. We’ve done some truly great work on updating the foundation of Yahoo!, and we’ve got some good things in the immediate pipeline. So, the Board’s focus is where it should be — on our long-term outlook, and how we best position ourselves to be successful in 3-5 years.

We need a flexible, visionary plan. That’s why the Board is actively looking at all the options available to put Yahoo! on a strong trajectory.

That being said, while the Board makes this decision, it does not mean we are in limbo. We have to keep Yahoo! moving ahead. And to do that, there are three things I need Yahoos everywhere to focus on:

1. Speed: Emphasize quick execution and decision-making

2. Accountability: Do what you say you’re going to do — and take ownership for time to market, monetization, user engagement, quality, or whatever metric defines success for your team

3. Purpose: Rally behind our mission and purpose: creating deeply personal digital experiences.

In the meantime, we will keep you updated as much as we can. And we will earn your trust — we know we have to.

Have a good weekend.

Tim

In the end — the bitter end, that is — there really is no good time to fire someone.

But the timing of the ouster of Carol Bartz as CEO of Yahoo is one of the more curious things about the corporate mishegas at the Silicon Valley Internet giant of late.

That included drastically moving up the clock on Bartz, which was not part of a plan until recently. In fact, several sources were told only last month by Yahoo board members that evaluation of her status — her contract ended at the beginning of 2013 — would not take place until the end of 2011.

That obviously changed.

And, because it is Yahoo — which never met a crisis situation it could not hopelessly complexify — there are numerous and conflicting accounts about the reasons it was done so quickly and abruptly.

They include the board’s feeling that Bartz had not responded to their requests for a credible strategic plan; worries that she would not ever meet annual performance goals, including improving its stock price; upcoming weak third-quarter numbers, which will continue a troublesome downward trend in Yahoo’s key advertising business; and, perhaps most intriguingly, the need to make a move before it was revealed that another activist investor, this time Third Point’s Daniel Loeb, had decided to target Bartz and the Yahoo board.

One thing is certain: The firing of Bartz was messier than it needed to be, mostly because several sources said she was caught unawares.

“She did not know it was happening, even if she probably should have seen it coming,” said one person familiar with the situation. “And she had no allies at the company to warn her, either.”

Indeed, at the time Bartz was fired over the phone by Chairman Roy Bostock — who had until late this summer been her fervent supporter — she was set to appear at a high-profile Citigroup investor conference in New York.

“It had to happen then, because you can’t put a CEO in front of investors and analysts and then fire her soon after,” said one person close to the situation.

Actually, former Yahoo CEO Terry Semel stepped down only days after appearing at the company’s annual meeting and telling the gathering he was in for the long haul.

The Loeb problem also played a part. According to several sources, while Loeb did not surface until after Bartz’s firing, several directors and Silicon Valley players were aware of his plans to target Yahoo.

While Loeb was not the more heavyweight threat that activist investor Carl Icahn had been in the past, sources said he was planning to call for Bartz’s firing, as well as a board re-do.

The large part of the reason for letting her go finally, of course, centered on not meeting performance goals set by the board.

While the overhaul of a hairball of systems and a rejiggering of staff was quickly done by the longtime and experienced manager, the turnaround and renewed product innovation promised by Bartz was slow in coming.

In addition, advertising sales results had worsened and recent quarterly reports showed little progress.

To remedy the situation, directors had asked Bartz to present a strategic plan earlier this year, which she did with the help of top execs. It further underscored the idea of Yahoo as a top-level digital media company.

But the board pressed for more details and felt Bartz was not the right exec to carry out the kind of dramatic renewal of Yahoo that is needed.

Looming, too, was the third-quarter earnings results on October 18, which sources said will show continued weakness at Yahoo.

For that, it’s likely the fired Bartz will get the blame, giving the board — which is also being criticized by large shareholders and others — a bit of breathing room as it figures out what to do next.

In other words, with no good news to report, the Yahoo board decided to deliver some bad news to Bartz.

(In related news, according to an 8-K filing by the company, interim Yahoo CEO and also CFO Tim Morse got a small bump in base salary from $600,000 to $750,000, effective September 15, 2011.)

And here is a video I did on WSJ.com’s Digits show yesterday about the buyer interest in Yahoo I previously wrote about, as well as its weak board:

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

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

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

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

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

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

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

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

loebsec

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

So in hedge-fund manager Daniel Loeb’s latest attack on the company, perhaps it’s not surprising that Bostock hung up on one of Yahoo’s biggest investors.

“Thank you for taking the time to speak with us by telephone on Monday,” Loeb wrote in a letter to Yahoo co-founder Jerry Yang. “We are only sorry that we were not able to finish our conversation as a result of Mr. Bostock’s abrupt unilateral termination of the call.”

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