In a written statement Wednesday, the company said its board and management team “remain firmly committed” to creating value for its shareholders. “We will continue to aggressively execute on our strategy in 2012 as we continue the turnaround of AOL,” the company said. AOL added that it had cut costs, sold noncore assets and made “significant investments for our future” during the past two years.

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The sharks are coming from all directions. The majority shareholders of Yahoo’s operations in China and Japan want to buy out Yahoo. So much so that there are reports that they may try to bid for the whole company. Others may be putting together bids as well. And this time no one is talking anything like the premiums that Microsoft offered back in 2008. Why would they when Yahoo has been so weakened?

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Even after Groupon issues 30 million shares in its initial public offering, its three founders will continue to control more than half of the company’s shares.

According to documents filed with the Securities & Exchange Commission today, Groupon has conducted a two-for-one stock split. In addition, it recapitalized all of its outstanding shares into newly issued shares of Class A and B stock.

This plan was disclosed late last month, but became official as of yesterday.

CEO Andrew Mason, Executive Chairman Eric Lefkofsky and Director Bradley Keywell will now control 58.1 percent of the voting shares through ownership of Class A stock and 100 percent of the Class B shares.

The Class B shares will have 150 votes per share, while the Class A stock will have one vote per share. There are 600.4 million shares of Class A; 2.4 million shares of Class B.

Due to the high concentration of shares owned by the founders, the filing warns that the three will be able to dictate the company’s future when it comes to directors on its board, as well as other transactions, such as a merger or other sale of the company or its assets.

Addressing shareholders, the filing continues: “This concentrated control will limit your ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a result, the market price of our Class A common stock could be adversely affected.”

In particular, Mason will control 19.8 percent of the vote, Lefkofsky will control 28.1 percent and Keywell will control 10.2 percent.

Such a move is not unprecedented. Many Web companies, including Zynga and Facebook, are largely controlled by their founders.

Mr. Murdoch, speaking at the annual shareholders meeting in Los Angeles, said the current board and management “will stop at nothing to get to the bottom of this and put it right.” He said the unit at the center of the scandal represents a small piece of an otherwise healthy company that is outperforming its peers.

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Asked about the ceaseless speculation that Oracle might take advantage of HP’s current weakened state and make what would be its biggest acquisition ever — an ill-advised one, if you really think about it — Ellison didn’t give a definitive yes or no answer, but took a shot at HP chairman Ray Lane, which you can see in the 80-second video clip below. (You can see the full video of the meeting here, but only if you need some help getting to sleep.)

There is, of course, no love lost between Ellison and HP’s newly elected executive chairman. Lane is a onetime Oracle president and COO pushed out by Ellison in 2000, and his election as chairman of HP’s board last year had been, in Ellison’s eyes, apparently overshadowed only by Léo Apotheker’s selection as HP’s CEO. Now that Apotheker is gone, Lane will likely remain Ellison’s favorite punching bag, with Salesforce.com CEO Marc Benioff running a close second.

Anyhow, the shareholder’s question suggests that the “Oracle in hostile bid for HP” chatter hasn’t died yet, no matter how many ways analysts and others can dismiss it as nonsense. As you can see from Ellison’s initial reaction to the question today, he is, if nothing else, entertained by the speculation.

Update, Oct. 13: HP has just sent a statement from Lane: “I’m focused on HP, not on statements like this.”

Here’s some electric weekend reading for those interested in the push and pull between venture investors and start-ups in the frothy Web 2.0 environment.

In an email to Airbnb CEO and co-founder Brian Chesky (which I obtained, embedded below), former Facebook exec Chamath Palihapitiya, who now runs an investment fund called the Social+Capital Partnership, is passing on participating in the recent $112 million round for the hot online rental site that was announced in July.

The deal — which values the company at $1.2 billion — has not officially closed yet, but includes venture firms such as DST Global, Andreessen Horowitz and others. Previous investors include Sequoia Capital.

Palihapitiya confirmed to me that it was his email and that his possible investment in Airbnb was small.

That said, his concerns center on how much voting control of new investors’ preferred shares the founders have in the latest round and also a $22.5 million cashing out, $21 million of which is going to those founders.

Another $9.6 million is being used to buy secondary stock from current Airbnb shareholders, who have to render parts of their vested stakes for the money.

Such wrangling between investors and entrepreneurs is not uncommon in Silicon Valley these days, as ever-dumber money chases ever-more-powerful geeks. But Palihapitiya’s email is a smart, reasonable and well-written argument to stop the madness.

According to sources close to Airbnb, the numbers that he refers to below are accurate, as is what appears to be an unusual level of voting control by its founders. Presumably, it is to protect the company from possible future sales on the secondary markets and to keep control with its founders as the number of investors grows.

In any case, the Palihapitiya email to Chesky is well worth the read (I have removed email addresses as a courtesy):

From: Chamath Palihapitiya
Date: Sat, 1 Oct 2011 11:16:05 -0700

To: Brian Chesky

Subject: Airbnb financing…

Brian,

Cc Marc, Reid, my deal team

Thanks again for giving me the chance to participate in your latest financing. I had a chance to review the docs at length yesterday and I wanted to follow up as, quite honestly, I’ve never seen a deal like this over ~60 investments I’ve done and I’m pretty concerned.

I’m all for getting the best valuation you can, minimizing dilution and maximizing control. We did this brilliantly at Facebook…all of our financings (except our first $$$ from Peter Thiel) were done not out of necessity but opportunity. As such, our investors had virtually no control and it resulted in a much better outcome. As we’ve discussed, I generally don’t believe investors add much to a success story and so minimizing their impact is a great strategy when you are onto something that is working.

This said, while several of these concepts are reflected in the current deal, there is one big thing that I am fundamentally against and violates my principles and will prevent me from participating in your round. When I saw that you guys were taking $31M out of the company, I didn’t think much of it as I just assumed it would entirely be via a secondary sale.

But as I understand the deal, it seems that you are doing only $9.6M in secondary and $22.5M as a dividend to common (of which $21M goes to you and your co-founders). I am really uncomfortable with this and don’t think its in the spirit of building a good, long term business. Effectively, it is a strategy that allows you guys to take money out of the business and not dilute yourself — I’m not sure why this is such a big deal when you guys are almost 90% vested and the financing is at $1.2B where your dilution is marginal. Further, it excludes many of the employees that probably have helped you and your co–founders get the company to this place as most of these folks probably don’t have any stock but have unexercised stock options and thus won’t get a dividend.

My basic principle on this stuff is that if you want liquidity, that’s fine, but you should make it available to everyone. Otherwise, no one should get it. Your current deal is the farthest away from this principle that I’ve seen in a while…this strategy has been done once before — at Groupon. We can see how “well” they are doing and how short term the investor community is now viewing their motives. I really think you can do better than this…and that you are better than this.

Separately, when you look at successful tech companies, it seems that dividends are an approach used by cash rich operations to distribute excess earnings — in fact, the most successful, cash rich tech company in the world, Apple, hasn’t issued a dividend and they have more than $75B in cash! Again, while I think Airbnb will be a good company, this is nowhere near the truth now — you guys still need to scale and build this thing for the future.

I really think you are onto something but I would implore you to not take the easy way out. Treat your employees the same as you’d treat yourself. Do things that you will be proud of and can defend to anyone including your Board, employees, prospective hires etc. In such a competitive hiring market, you are competing with not just your obvious competitors, but also any successful tech company who is also looking for great talent. A principle that treats your employees as well as you’d treat yourself is a huge strategy for differentiation, retention and long term happiness of the exact types of people you will need to be successful. In contrast, if you are viewed as self-dealing and shady, it will only hurt your long term prospects…

In summary, I’m passing on this financing because I strongly disagree with what’s going on. I’m not sure who advocated this approach but I did mention this to Reid [Hoffman, another Airbnb investor via Greylock Partners] last night and he was of a similar mind to myself and surprised this was the approach being taken. If you want some good advice — I would ask that you consider pinging him about different ways to think about going about the liquidity portion.

If you change your mind on how to close this financing, let me know and I’d love to reconsider. Otherwise, good luck and lets keep in touch.

Take care,

Chamath

In a move reminiscent of one done by Facebook in 2009, Twitter is close to completing an $800 million funding deal that will include a second part in which around $400 million of the total will be used to cash out current investors and also employees.

According to several sources close to the situation, the complex transaction could be completed within two weeks.

Along with basic funding needs, this is largely being done this way to give those with stakes in the San Francisco microblogging company an ability to monetize their privately held common stock and also to do this selling in a more organized — and legal — manner.

That is especially important since the company is not likely to go public for at least a year or more. And, while it could also be sold to a bigger company such as Google, that is also not in Twitter’s immediate future.

Before this secondary follow-on, the first part of the deal will be a $400 million investment for preferred shares by new and also existing shareholders, as was reported by the New York Times last week.

That round will indeed value Twitter at $8 billion, as the Times reported, which is a higher number than in other earlier reports.

This is more than double what Twitter was valued at when it got $200 million in venture funding from Kleiner Perkins in December at a $3.7 billion valuation.

Once the latest investments are complete, Twitter’s total cash haul since it was founded five years ago will be $760 million.

Key new moneybags are expected to be Russian investing heavyweight DST Global, which has invested in Facebook, Zynga and Groupon; as well as the digital growth fund of J.P. Morgan and perhaps others.

Current investors include Benchmark Capital, Union Square Ventures, Spark Capital and several other venture firms, as well as a spate of prominent angel investors.

The latest funding is an important one for Twitter and will up the pressure for its management, including CEO Dick Costolo, to really get its business growing in terms of revenue and profits.

Twitter is still struggling with coming up with a truly lucrative business model, and its execs have presented a number of them, such as promoted tweets, largely based on advertising.

It reportedly has $200 million in annual revenue from its efforts, which is still small in comparison to other Web 2.0 start-ups.

Interestingly, that was a similar situation to where Facebook found itself two years ago, when it allowed its employees to sell 20 percent of their shares.

That financing was part of a $100 million add-on to a $200 million investment in the social networking company by DST. At the time, the tender offer valued the company at $6.5 billion for the common stock, or $14.77 a share.

Of course, Facebook is worth upward of more than 10 times that now, so any Twitter sellers might want to consider their options carefully.

It is not clear exactly who can sell their Twitter shares, and in what amount, in the new deal. When Facebook did a similar move, for example, its top leadership could not sell any of their stakes.

A Twitter spokeswoman would not comment about any fund raising.

But, interestingly, in an onstage interview at a Fortune magazine tech conference this week, Costolo criticized stock trading of the shares of popular start-ups on secondary exchanges as a “distraction.” Like other companies, he said, Twitter had instituted stricter policies to limit the ability of its employees and investors to trade on those markets.

The stock pushed higher despite yesterday’s mixed financial results, which included a huge plunge in profits.

Why so? Because it’s clear that investors are happy with the company’s top-line revenue increases and are salivating at Amazon’s growth story, which increasingly has to do with both physical and digital products.

A letter sent to shareholders from the company’s founder and CEO Jeff Bezos today probably helped fuel the fire as well.

Instead of spicing up yesterday’s dry earnings call with a guest appearance, Bezos typed out his thoughts, revealing some of the company’s technical inner workings in a two-page missive filed with the SEC.

The gist of the Bezos letter–although he didn’t come out and say it–was that there were several justifications for the investments Amazon is making, which is what has been weighing down its bottom line.

Bezos essentially explained that since Amazon is doing something that has never been done before, there’s no off-the-shelf technology that can solve the problems the company is tackling.

Said the letter, in part:

While many of our systems are based on the latest in computer science research, this often hasn’t been sufficient: Our architects and engineers have had to advance research in directions that no academic had yet taken. Many of the problems we face have no textbook solutions, and so we–happily–invent new approaches.

Despite the dozens of warehouses that Amazon has and the nine-plus new distribution centers it’ll build this year, Bezos also argued that the company was a “services” business.

If that’s the case, you have to wonder what is Amazon building? Will they be bigger than Wal-Mart Stores? Will it snuff out eBay? Can it be the next big rival to Apple?

In fact, finding a company to compare Amazon to is increasingly difficult. After eBay announced its earnings today, it couldn’t be any more apparent: The Silicon Valley online auction site wants to connect the physical and online retail worlds together, and is focusing on its PayPal division, which now makes up 39 percent of the company’s revenues.

Meanwhile, Amazon’s new endeavors cross a wide range of categories, but definitely don’t mingle with physical retail presences. If anything, it is headed in the other direction by focusing on digital content–stuff you store in the cloud. Its recent launches, such as the Cloud music player and the Android Appstore, are only two examples.

Also in the letter, Bezos went on a tangent about how to build a specialized syncing technology that allows customers to seamlessly read the same books across multiple devices, before moving back to the key money quotes.

“I will awaken you by pointing out that, in my opinion, these techniques are not idly pursued,” he wrote. “They lead directly to free cash flow.”

The review by the Securities and Exchange Commission, disclosed in a letter to a lawmaker, could fuel the fast-growing market in private shares of technology firms such as Facebook Inc., Twitter Inc. and Zynga Inc. The steps under consideration would help such privately held companies raise more money without incurring the increased reporting and other requirements of becoming a public company.

According to the letter and people familiar with the matter, the likely changes would include raising from 499 the number of shareholders private companies can have without being required to open their books, and also making it easier for such companies to publicize share offerings.

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But the current market tempts VCs to change the game plan by buying shares of late-stage Web companies wherever they can find them–from start-ups directly or from employees and previous investors.

VCs didn’t start the fire; folks like Yuri Milner from Digital Sky Technologies (Facebook, Zynga, Groupon) and private company marketplaces that help stave off IPOs, like SecondMarket and SharesPost, did.

But these new Web giants’ valuations just keep going up. Think Facebook’s valuation was bloated at $50 billion? After seeing huge demand at that price, a month later, the company is exploring selling employee shares at a $60 billion valuation.

Watching those numbers rise so quickly makes VCs lose their hang-ups about price and just want to get in on the hotness.

Kleiner Perkins is reportedly buying $38 million worth of Facebook shares from existing shareholders at a $52 billion valuation, according to VentureWire. Meanwhile, Andreessen Horowitz bought $80 million worth of Twitter shares on the secondary market, after not participating in the company’s recent $200 million funding round, led by Kleiner Perkins.

Both those firms, along with Battery Ventures and Greylock Partners, also invested in Groupon’s last huge round, after the daily deal site walked away from talks of a $6 billion buyout by Google.

It’s not just the big names doing such deals. Venture capitalists were the buyers in more than 40 percent of transactions on SecondMarket in the fourth quarter of 2011.

VC activity easily outpaced other buyers, which were individuals, hedge funds, mutual funds, secondary funds and asset managers.

According to SecondMarket Head of Public Affairs Mark Murphy, VCs representing the largest percentage of buyers is a recent trend that started in the third quarter of 2010.

This comes at a time when raising money for a VC firm is tougher than ever.

What are VCs buying on SecondMarket? Facebook accounts for the single largest portion of transactions, at 39 percent. After that are LinkedIn, Etsy, Chegg, Epocrates, Silver Spring Networks, CafePress and Reply, and some other companies that declined to be named.

SecondMarket does not share pricing or volume stats or trends, except to say it sold $157.8 million worth of stock in the fourth quarter, up from $75 million in the third quarter.

Some VCs are steering clear of secondary markets and late-stage deals. Redpoint’s Geoff Yang was willing to go on the record about it in a recent interview. “What do venture capitalists know about being a momentum hedge fund?” he said.

It’s not just proven hits big enough for the secondary markets that are attracting funding interest. Everyone is still eager to find the next Groupon or Zynga. The Q&A site Quora, led by former Facebook CTO Adam D’Angelo, raised $11 million at a valuation of $86 million last year before it had even launched to the public. After success with early adopters, the start-up is now fending off offers of much more money than that.

So there’s pressure to either get in very early, or get in late if you can, because the time in between is fleeting.

VCs are also actively trying to get more involved in seed funding deals. For instance, Google Ventures recently set up its Startup Lab to attract early-stage companies where it charges them $5 per month for office space (see our video tour). And just this morning, NetworkEffect covered how VCs are actually more active than angels on the early-stage investment matchmaking service AngelList.

According to a global survey of 1,300 companies by Korn/Ferry, though 98 percent of companies believe a CEO succession plan to be important, only 35 percent currently have one in place. And 49 percent haven’t had one in place for the last three years.

That’s something shareholders calling for Apple to disclose its succession plan annually might want to keep in mind as they prepare for the company’s annual meeting later this month. On this issue, Apple is actually a leader in corporate governance. And it does have a good rationale for keeping its succession plan private:

• A written succession plan would give Apple’s rivals unfair advantage by publicizing its objectives and plans.
• Identifying potential successors to Steve Jobs would invite other companies to recruit those people away from Apple.

Sound reasons and ones that seem to outweigh the main reason for making it public: Making nervous shareholders less nervous.

Now backing the measure: The Laborers’ International Union of North America and Institutional Shareholder Services, one of the most influential proxy advisory outfits around.

“ISS believes that shareholders would benefit by having a report on the company’s succession plans disclosed annually,” ISS said. “Such a report would enable shareholders to judge the board on its readiness and willingness to meet the demands of succession planning based on the circumstances at that time.”

That may be so, but according to Apple, which recommends shareholders vote against it, such a report would also give the company’s rivals unfair advantage by publicizing its objectives and plans and would undermine its efforts to recruit and retain champion executives. “The company takes succession planning seriously, and the board has adopted a comprehensive process to ensure continuity and maintain the superior quality of its management team,” Apple said in its 2011 proxy statement. “This process also allows flexibility to adjust to unanticipated changes in the market.”

What it doesn’t allow for is transparency, something investors might appreciate with Jobs now on his third medical leave from Apple.

The Santa Clara, Calif., company reported its best year ever in 2010, helped by a surge in demand for tech products after a pullback in spending during the recession. Yet Intel’s shares are up only 3.1% since the end of 2009 as investors have focused on the company’s struggles to expand in the fast-growing mobile arena.

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But as we (and others) pointed out at the time, a large chunk of that money wasn’t going to the company. Instead, hundreds of millions of dollars would go straight to shareholders to give them liquidity.

Now we know exactly how much, thanks to a new regulatory filing from Groupon that shows $573 million is devoted to buy stock from existing shareholders. That means Groupon only raised $377 million in new equity.

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The various boardroom dramas that have roiled HP’s directors during the last decade have often overshadowed HP itself. Last August’s blowup involving the departure of CEO Mark Hurd following accusations of sexual harassment occurred against the backdrop of lingering memories of the 2006 scandal involving the use of illegal methods to spy on journalists that ended the tenures of three HP directors.

Before that there was a public fight against HP’s 2002 acquisition of Compaq, led by dissident director Walter Hewlett, who eventually lost his seat. The Compaq deal ultimately cost Carly Fiorina her job at HP after a boardroom confrontation in 2005.

The result of all this is that boardroom drama has become something of an HP specialty, along with printers, computers and IT services. Criticizing the board’s actions has become something of a sport, with Oracle CEO Larry Ellison serving as the most public practitioner.

Shareholders appeared to agree that a change was overdue. HP shares shot up right away as word of a shake-up began to leak right before markets closed yesterday. HP shares closed up one percent today, trading at levels not seen since before Hurd’s abrupt departure in August.

The four departing directors were deeply involved in the Hurd kerfuffle. Two were Hurd defenders, and the other two wanted him out. All four volunteered. Chairman Ray Lane, in an interview with The Wall Street Journal, said the debate over Hurd’s status “took a lot out of this board.”

It’s highly unusual for a company to change its board so deeply and so suddenly. The five new additions became directors effective today without any input from shareholders, and will serve until a vote can be held to approve them for a full one-year term at the next shareholder meeting in March.

Shareholders in theory have the power to offer their own slate of directors, but there’s little time for that, and even if some group were to do so, its only option would be to do so at its own expense. SEC rules governing the access to the proxy nominating process are currently being challenged in court by the U.S. Chamber of Commerce and Business Roundtable, and so the rules that would allow shareholders to more easily submit their own list of names are on hold pending the outcome.

Absent a proxy challenge, HP shareholders will be put in the position of accepting a board on which seven of 13 directors are brand-new. That’s a lot of new blood and may turn out to be the kind of change HP’s board needs. And getting the change done all at once rather than gradually may prove the better option.

However, I can’t help but wonder: In seeking to close out a period in which HP’s board became known more for its drama than anything else, is more drama the right answer?

The news cycle about the deal spun out of Facebook’s control after leaks emerged around the new year, with the social networking company taking a beating for the tricky and elitist way it had raised funds in a seeming evasion of the public markets, and Goldman changing the rules of the deal after much interest and scrutiny.

Since then, the leaks have kept coming, with no official acknowledgement of the deal from Facebook, until now.

Facebook today shed light on some terms of the transaction: It had the option to accept between $375 million and $1.5 billion from Goldman Sachs, and elected to choose $1 billion in an offering that was completed today.

The company distanced itself from the deal, effectively saying that it didn’t need the money and it expected to cross 500 shareholders this year anyway (something All Things D was first to report).

DST and Goldman Sachs approached Facebook to express their interest in making an investment, and Facebook decided it was an attractive opportunity to bolster its cash reserves and increase its financial flexibility with limited dilution to existing shareholders….

Even before the investment from Goldman Sachs, Facebook had expected to pass 500 shareholders at some point in 2011, and therefore expects to start filing public financial reports no later than April 30, 2012.

Please see the disclosure about Facebook in my ethics statement.

Staying at 499 shareholders or fewer is something Facebook has worried about since at least 2007, and sidestepped by creating a special kind of restricted stock unit for new employees and making small talent acquisitions that avoided, when possible, awarding start-ups and their investors with Facebook stock.

Now that that’s over, Facebook’s acquisitions team may get the go-ahead this year to pursue larger and more complicated deals.

As is now widely known, SEC rules mandate that a company with more than 500 shareholders at the end of a fiscal year must report financial information, something Facebook didn’t want to do as a private company. But if you read the fine print, as BoomTown’s Kara Swisher first reported, Facebook has 120 days to disclose from the end of the fiscal year in which it crosses 500 shareholders.

That means the end of April of 2012, by which point Facebook has said in paperwork for its Goldman Sachs funding deal it expects to file to go public.

Basically, Facebook has exorcised a curse hanging over its head by outlasting it. Like a nightclub bouncer, the company had been letting one shareholder out of the room before allowing another in. And now that’s over, as long as Facebook goes public next year.

(Though at this point, many of the company’s financial details are already leaking out as part of the troubling Goldman Sachs deal.)

For now, Facebook is still being cautious about adding shareholders; the Goldman deal (which we’ve heard still hasn’t closed) was structured to combine Goldman’s wealthy clients into a single entity to avoid adding too many shareholders.

Facebook’s corporate development team has said publicly that part of why it likes doing “acqhire” deals of small, early-stage start-ups is because they are relatively uncomplicated, financially speaking. Wherever it can, Facebook tries to cash out an acquired start-up’s shareholders instead of giving them stock. In the past, if a start-up had too many shareholders, it might not have been an attractive acquisition candidate.

Facebook doesn’t always get its way on that preference; sometimes it pays in stock. For instance, Facebook bought two start-ups that had taken investments from RRE Ventures: Hot Potato (in August 2010) and Drop.io (in October). In the first case, Facebook paid RRE in cash, but the second time around, RRE was able to negotiate for stock.

But now that Facebook seems to basically be giving itself the go-ahead to surge past 500, who gets to be shareholder number 501 or even number 1,001? It’s possible they could be the employees and investors in larger, more complicated M&A deals. Facebook’s name has come up in acquisition discussions for companies like Twitter and Foursquare, but now it may actually start closing more of those deals.

To date, Facebook’s largest acquisition has been FriendFeed for $50 million in cash and stock in 2009. The first time many tech watchers heard of the 10 tiny start-ups Facebook acquired in 2010 was when the deals closed.

But now that big deals are on the table, the question is, who’s next?

Here’s Jon Stewart of “The Daily Show” last night ranting about Facebook avoiding making financial disclosures:

Please see my own disclosure about Facebook in my ethics statement.

In 2010 CEO Steve Jobs retained his $1 annual salary and some 5.5 million shares of Apple stock as well. “Since rejoining the company in 1997, Mr. Jobs has not sold any of his shares of the Company’s stock,” the filing reads. “Mr. Jobs holds no unvested equity awards. The Company recognizes that Mr. Jobs’s level of stock ownership significantly aligns his interests with shareholders’ interests.”

COO Tim Cook earned $59.1 million for the fiscal year, thanks to a $5 million bonus and $52.3 million in stock awards. Quite a spike from the $1.64 million he earned in 2009, but well-deserved given his performance, particularly when he filled in for Jobs during his medical leave of absence.

Included in the proxy statement is a shareholder proposal asking Apple to adopt a CEO-succession-planning policy and appended beneath it is a strongly worded statement from the company opposing it. “The Company recognizes that a highly talented and experienced management team, not just the CEO, is critical to Apple’s success,” it reads. “Accordingly, the Board already implements many of the proposed actions and maintains a comprehensive succession plan throughout the organization. While the Board strongly supports the concept of succession planning, it recommends a vote against [the proposal].”

Why?

Evidently, the board feels a written succession plan would give Apple’s rivals unfair advantage by publicizing its objectives and plans. It also fears that identifying potential successors to Jobs would invite other companies to recruit those people away from Apple. Finally, the board feels that its directors and Apple’s leadership can handle succession planning on their own. “The Company takes succession planning seriously, and the board has adopted a comprehensive process to ensure continuity and maintain the superior quality of its management team,” Apple said in the filing. “This process also allows flexibility to adjust to unanticipated changes in the market.”

Plus, Steve doesn’t like talking about it.

[Read an earlier, related story by BoomTown's Kara Swisher: Even If It Had 500 Shareholders Today, Facebook Doesn’t Have to Disclose Financials Until Spring of 2012]

The popular social-networking company said in the document that it intends to breach a critical 500-shareholder limit this year. Crossing the limit triggers a Securities and Exchange Commission rule that requires that companies file financial information—even if their shares don’t trade publicly.

Facebook’s intentions have been under heavy debate since the company launched a private share offering through Goldman Sachs Group Inc. this week. Some investors have wondered whether the arrangement with Goldman was designed to avoid such disclosures. The document makes clear that isn’t the case, and that Facebook will likely be a publicly traded company in 2012.

A Facebook spokesman declined to comment. Goldman Sachs declined to comment.

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The rich clients of Goldman Sachs, who are poised to grab a $1.5 billion piece of the company?

The venture investors, as well as Microsoft, who funded the social networking site when it was not the behemoth it has become?

Co-founder and CEO Mark Zuckerberg, who owns 25 percent of Facebook?

Of course they all do. But in the midst of this investor frenzy around Facebook, it is critical to keep in mind that the most important “owners” of Facebook are its 600 million users.

Not many of them have been invited to invest in the Goldman deal, but without their active support, uploading of all kinds of personal information and their friend networks, Facebook would be worthless.

Those users–whether or not they are being acknowledged by the company and the markets–are the real shareholders in Facebook.

And if they left, Facebook would become irrelevant. Such a thing has happened before (see: AOL). It’s Facebook’s contract with and service for those users that gives it that massive $50 billion valuation.

This particular deal might not be eyebrow-raising enough to get a ton of people up in arms, but it was specifically structured to consider Goldman investors a single entity, which some think is being done to circumvent shareholder limits that Facebook has historically avoided (although it does not have to any longer, as long as it goes public by the end of April of 2012).

But given the events of the last few years, the public and the government have developed an emphatic mistrust of tricky Wall Street accounting. It’s kind of a sore topic.

And potentially sorer still for Facebook and its consumer image. As the social network has no real competition in most regions and demographics, many users have developed a deep relationship with the service.

Facebook has tried to make its offerings be (and feel) egalitarian, but working hand in glove with Wall Street bankers to freeze out average investors is definitely not that.

Thus, it might be time for the company to think about who its most important constituents are.

Because the only thing that really matters in the long term is if users stick with Facebook or leave it behind.

Please see the disclosure about Facebook in my ethics statement.

As I noted yesterday, there are lots of reasons for Qualcomm to want Atheros, not the least of which is its extensive customer list.

Qualcomm’s specialty has always been in CDMA technology, the flavor of mobile phone technology favored by Verizon Wireless and Sprint, and it collects considerable royalties around its patent portfolio there. It has struggled to penetrate other markets, and last year shuttered its FloTV operation amid minimal demand. The good news was that it sold its FloTV spectrum to AT&T for $1.93 billion, which is no doubt offsetting the cost of this deal. Add that to the $10.3 billion in cash and short-term investments on its balance sheet as of Sept. 26 and this is an easy deal to do.

It’s also the biggest deal in Qualcomm’s history and the first significant one under CEO Paul Jacobs, who is the son of founder Irwin Jacobs.

Atheros shareholders have plenty of reasons to smile today as well. The company’s stock price surged by 19 percent yesterday. At $45 a share, Qualcomm is paying more than Atheros has ever been worth in its entire history as a publicly held company. As Shira Ovide over at Deal Journal notes, its highest price before yesterday was $43.90. Happy New Year, indeed.

I caught up with Qualcomm Executive Vice President Steve Mollenkopf and Atheros CEO Craig Barratt to talk about the deal.

NewEnterprise: Steve, let’s start with you. What got Qualcomm interested in Atheros?

Mollenkopf: Historically Qualcomm has been focused on the cellular phone, though recently we’ve done much more than that. We had some integration relationships with some companies that allow us to deliver a platform to our customers. They’re essentially technical relationships, and one of those companies was Atheros. So we were familiar with them. But the real reason, the why Atheros and why now question comes down to this. We think the industry is moving to a place where a lot of the technology and use cases that are being created as part of the shift to smartphones will be used outside of just phones, and will move into many adjacent spaces. The requirement of technology and different customers overlap a lot with Atheros. They’re a leader in their space, we’re a leader in ours and we want to go into markets that will require the expertise from both of us. It seemed natural, actually.

Craig, the idea for the acquisition seems to have grown out of an existing partnership. When did the talk turn from being Qualcomm’s partner to becoming part of Qualcomm?

Barratt: The partnership has gone on for about five years, where we’ve cooperated on joint reference and designs and software and feature integration. Over the years we’ve broadened out from Wi-Fi, Bluetooth, GPS, powerline and optical networking. We do have a much more horizontal business. Qualcomm has a very strong vertical business. Through our partnership we saw the teams had a good cultural fit, the engineering teams really respect each other. When we looked at our own strategic imperatives over the long term, we saw that cellular technologies are going to be applied in a much broader markets over time, beyond just smartphones and tablets. There’s an intersection between the Qualcomm technology and our technology, and that’s only going to increase. You’ve probably heard that set-top boxes and things like that are going to start to run Android. So a lot of these mobile technologies are going to start showing up in things like the connected home. Strategically it all started to make sense.

And what will your new job be at Qualcomm?

Barratt: After the acquisition closes, which should be in the first half of 2011, my role will be president of Qualcomm Networking and Connectivity, reporting to Steve.

Steve, if I’m not mistaken, this is the biggest deal that Qualcomm has ever done.

Mollenkopf: You’re correct. For us on the Qualcomm side this is a big step toward expanding our business beyond our traditional platform business and we’re doing it in a way that is in line with how the industry is changing. A lot of the things we’ve been doing with Atheros are things we’ve already been doing as part of our relationship, so this is a natural next step.

Motorola filed the details Tuesday afternoon on its plan to split itself in two. The spinoff of the cellphone unit will take place Jan. 4, with holders getting one share of the mobile unit, known as Motorola Mobility, for every eight shares of Motorola they own. The remaining Motorola company will then have a one-for-seven reverse stock split, which would have the effect of boosting the per-share price (but not the inherent value) of the suddenly smaller company.

The split will be made before the market opens on Jan. 4 to shareholders of record as of Dec. 21.

“Today’s announcement marks another important milestone toward the upcoming separation that is expected to benefit Motorola, its stockholders, as well as each company’s respective customers and employees,” Motorola’s co-CEOs Greg Brown and Sanjay Jha said in a statement. “We look forward to taking advantage of the opportunities before us as we begin the new year as two independent, publicly traded companies.”

Motorola Mobility will trade under the ticker symbol MMI, while the remaining Motorola, known as Motorola Solutions, will use the ticker symbol MSI.

Whether all this splitting and name changing will boost the company’s value remains to be seen.