In what is either the boldest gamble of its history or the most boneheaded, Yahoo has filed a massive patent infringement lawsuit against Facebook.

The attack by the Silicon Valley Internet icon against perhaps the most powerful consumer social networking site today — also based in tech’s heartland and also an important partner of Yahoo — is sure to be a controversial one, pitting Yahoo against a company that has surpassed it handily in recent years in regards to popularity among consumers.

“Facebook’s entire social network model, which allows users to create profiles for and connect with, among other things, persons and businesses, is based on Yahoo’s patented social networking technology,” Yahoo’s lawsuit reads, in part.

That includes, Yahoo alleges, Facebook’s popular News Feed, advertising methods, privacy settings and more. The company adds that Facebook has been “free riding” on Yahoo’s intellectual property and that royalty payments alone will not suffice.

So what does Yahoo want for this alleged free ride? Triple damages and to enjoin Facebook from operating by using said patents.

The 19-page lawsuit over 10 patents — related to advertising, privacy, customization, messaging and social networking — comes as Yahoo is seeking to right itself under new CEO Scott Thompson.

Multiple sources said he is primarily driving this new aggressiveness from Yahoo.

Since Yahoo told the New York Times that it was considering such a move last week, the issue has been widely debated within the company, with many top techies there opposed to it, due to the company’s longstanding ethos of using patents for defense rather than offense.

Thus, the decision to move was closely held, sources said, with only Thompson and legal chief Michael Callahan largely working on it.

Still, patent lawsuits have become ever more prevalent among tech companies, as they seek to battle for advantage in a rapidly changing competitive landscape. Apple, Google, Microsoft and others are involved in several legal actions, although they are largely related to mobile technology.

Yahoo’s lawsuit is the most prominent in the social networking arena, a sector that has seen a huge explosion of late. Its timing could not be worse for Facebook, since it is in a quiet period for its upcoming IPO, which is expected to value the company at close to $100 billion.

Yahoo has done this kind of thing before, of course, having wrangled with Google until right before it went public in 2004 over search patents from its Overture acquisition. The pair settled 10 days before the Google IPO, with Yahoo getting several million more shares of that stock.

Yahoo is shaking Facebook down for much more here and with much higher stakes for both companies. If successful, Yahoo could seriously damage Facebook’s initial public offering; if not, Yahoo will cement its growing reputation as a company with nothing to lose, whose value is built not on its current business, but on non-operating assets.

More importantly, at least initially, the move did nothing to boost Yahoo’s moribund shares — the stock was down about one percent to $14.49 in after-hours trading.

More to come, but here is the entire document below. The lawsuit has been filed in San Jose, Calif., federal court.

Lastly, the official PR back-and-forth:

Said Yahoo, in its statement:

“Yahoo! has invested substantial resources in research and development through the years, which has resulted in numerous patented inventions of technology that other companies have licensed. These technologies are the foundation of our business that engages over 700 million monthly unique visitors and represent the spirit of innovation upon which Yahoo! is built. Unfortunately, the matter with Facebook remains unresolved and we are compelled to seek redress in federal court. We are confident that we will prevail.”

Facebook, obviously, disagrees, and also threw in a jab about the lack of discussions over the issue between the pair:

“We’re disappointed that Yahoo, a longtime business partner of Facebook and a company that has substantially benefited from its association with Facebook, has decided to resort to litigation. Once again, we learned of Yahoo’s decision simultaneously with the media. We will defend ourselves vigorously against these puzzling actions.”

I’ll admit to also being puzzled about the strategery here, but I am sure there will be much more to come.

Until then, read on:

Complaint

And here is what I wrote last week on the subject:

Apparently, Yahoo’s new motto: If you can’t beat ‘em — and it can’t — sue ‘em.

That would be Yahoo — the perpetual 98-pound weakling of the Internet these days — threatening powerful Facebook, which had cleanly bested it by attracting hordes of users with a plethora of popular products and services.

Yahoo has already lost its audience to Facebook, which was most recently followed by its frittering away a commanding lead in display advertising, too.

That would also be the Yahoo whose most recent success in improving its increasingly tenuous connections with customers was, in fact, by deeply integrating Facebook’s social hooks into its Web properties.

That would be the Yahoo which has failed time and again to innovate its own offerings so drastically over the years that it has now apparently decided that its first and best strategic move under Thompson’s rule is a shakedown.

Such a cynical move on rights Yahoo has long held seems more a play for the cheap seats of Wall Street, given that the company needs to look like it is doing everything it can to turn things around right now as it faces a proxy challenge.

First, it ended difficult talks with its Asian partners, Alibaba Group and SoftBank, over selling back lucrative stakes there.

Now, according to sources, Yahoo’s Thompson has actually been trying to make very nice with activist shareholder Daniel Loeb of Third Point — on-the-down-low chitchats that might have played a part of this latest unusual move.

At least Kodak had a good excuse. The once iconic camera company had recently been trying to take advantage of its trove of patents as a way to stave off declaring bankruptcy.

That didn’t work for Kodak, and it will also not work for Yahoo, whose only real option is to try to innovate its way out of the mess it has landed itself in.

You know, with good ideas.

Instead, the company’s leadership has opted for a road that could rain down trouble and paint Yahoo as a company bereft of talent to win any other way.

And while a range of intellectual property lawsuits have broken out all over the digital sector, involving Apple, Microsoft, Google and many others, such a strategy for Yahoo could be dangerous if it fails in its legal effort to take advantage of its 1,000-plus patents, including those related to search and advertising.

Others — including such tech luminaries as LinkedIn’s Reid Hoffman, who co-owns the seminal Six Degrees patent for constructing a networking database and system — hold a number of critical social networking patents, too, so who knows where this thing will go.

Nonetheless, Yahoo has decided to emulate those companies with one of the few valuable assets it might have, waging its little war, right as Facebook is in the midst of its initial public offering period.

Yahoo has done this before, of course, having wrangled with Google until right before it went public in 2004 over search patents from its Overture acquisition. The pair settled 10 days before the Google IPO, with Yahoo getting several million more shares of that stock (which it then, of course, sold too soon).

That certainly could happen here, with Yahoo managing to grab a chunk of Facebook’s pre-IPO stock.
That would mean that Yahoo’s most valuable asset would be those shares, as well as its stake in Asian companies it bought a while back for a bargain and now makes up a bulk of the company’s valuation.

As to Yahoo’s core business — investors consider it almost entirely worthless.

And let’s not forget: Facebook could also sue right back, which it very well might do. Or, perhaps, cut off agreeable ties that have aided Yahoo in recent years.

In other words, in poking Facebook, Yahoo might now learn what it is really like to be de-friended.

It was Yahoo legal head Mike Callahan who had the thankless task yesterday of calling Facebook’s general counsel Ted Ullyot to tell him the Silicon Valley Internet giant was intent on pursuing patent lawsuits against the social networking giant.

The charge was being led by Callahan, as well as Chief Product Officer Blake Irving and, especially, Yahoo’s new CEO Scott Thompson.

Much of Yahoo’s senior leadership had no idea of the impending move until Callahan informed them it was about to happen at meeting Monday.

Facebook had known of the patent concerns of Yahoo for some months — the issue had also gotten some coverage in the media — but had not engaged formally on the topic, several sources said.

So, the suddenly aggressive call also apparently blindsided Facebook, even though it had been aware of the possibility of such an outcome.

Thus, it had little time to respond, since Yahoo was also simultaneously briefing the New York Times, according to numerous sources at both companies, and then released an astonishing statement to the newspaper:

“Yahoo has a responsibility to its shareholders, employees and other stakeholders to protect its intellectual property. We must insist that Facebook either enter into a licensing agreement or we will be compelled to move forward unilaterally to protect our rights.”

Apparently, Yahoo’s new motto: If you can’t beat ‘em — and it can’t — sue ‘em.

That would be Yahoo — the perpetual 98-pound weakling of the Internet these days — threatening powerful Facebook, which had cleanly bested it by attracting hordes of users with a plethora of popular products and services.

Yahoo has already lost its audience to Facebook, which was most recently followed by its frittering away a commanding lead in display advertising, too.

That would also be the Yahoo whose most recent success in improving its increasingly tenuous connections with customers was, in fact, by deeply integrating Facebook’s social hooks into its Web properties.

That would be the Yahoo which has failed time and again to innovate its own offerings so drastically over the years that it has now apparently decided that its first and best strategic move under Thompson’s rule is a shakedown.

Such a cynical move on rights Yahoo has long held seems more a play for the cheap seats of Wall Street, given that the company needs to look like it is doing everything it can to turn things around right now as it faces a proxy challenge.

First, it ended difficult talks with its Asian partners, Alibaba Group and SoftBank, over selling back lucrative stakes there.

Now, according to sources, Yahoo’s Thompson has actually been trying to make very nice with activist shareholder Daniel Loeb of Third Point — on-the-down-low chitchats that might have played a part of this latest unusual move.

At least Kodak had a good excuse. The once iconic camera company had recently been trying to take advantage of its trove of patents as a way to stave off declaring bankruptcy.

That didn’t work for Kodak, and it will also not work for Yahoo, whose only real option is to try to innovate its way out of the mess it has landed itself in.

You know, with good ideas.

Instead, the company’s leadership has opted for a road that could rain down trouble and paint Yahoo as a company bereft of talent to win any other way.

And while a range of intellectual property lawsuits have broken out all over the digital sector, involving Apple, Microsoft, Google and many others, such a strategy for Yahoo could be dangerous if it fails in its legal effort to take advantage of its 1,000-plus patents, including those related to search and advertising.

Others — including such tech luminaries as LinkedIn’s Reid Hoffman, who co-owns the seminal Six Degrees patent for constructing a networking database and system — hold a number of critical social networking patents, too, so who knows where this thing will go.

Nonetheless, Yahoo has decided to emulate those companies with one of the few valuable assets it might have, waging its little war, right as Facebook is in the midst of its initial public offering period.

Yahoo has done this before, of course, having wrangled with Google until right before it went public in 2004 over search patents from its Overture acquisition. The pair settled 10 days before the Google IPO, with Yahoo getting several million more shares of that stock (which it then, of course, sold too soon).

That certainly could happen here, with Yahoo managing to grab a chunk of Facebook’s pre-IPO stock.

That would mean that Yahoo’s most valuable asset would be those shares, as well as its stake in Asian companies it bought a while back for a bargain and now makes up a bulk of the company’s valuation.

As to Yahoo’s core business — investors consider it almost entirely worthless.

And let’s not forget: Facebook could also sue right back, which it very well might do. Or, perhaps, cut off agreeable ties that have aided Yahoo in recent years.

In other words, in poking Facebook, Yahoo might now learn what it is really like to be de-friended.

As I reported this morning, an activist fund aiming at AOL took a shot today, by putting up its slate of alternate directors.

In a nutshell, Starboard Value does not like the way CEO Tim Armstrong is running the company and thinks it can do better.

My two cents: The New York-based investment firm might have actually named some directors with some more recent media or Internet operating experience.

Several Internet execs approached by Starboard said they declined because they did not want to engage in a hostile action against AOL, even if they might agree with its assessment of the dicey situation for the company.

Instead, it’s investor guys, advisor guys and even an intellectual property guy. (Oh joy, so the plan is patent lawsuits a la Kodak?)

Yes, it is, according to Starboard’s letter to the AOL board.

It read, in part:

“We appreciate the ongoing dialog we have had with management and certain members of the Board over the past two months. However, we are extremely disappointed that our conversations regarding the issues raised in our letter have stalled. Specifically, we are troubled that the Company remains closed-minded to alternative value creation initiatives, and instead appears solely focused on pursuing the status quo.”

AOL fired back with a statement of its own, essentially saying things are just fine and Starboard’s characterization of the company was inaccurate.

Said AOL in a statement:

“We ended 2011 with our best performance as a company in the past five years, with substantial growth in advertising revenue, improvements in legacy revenue streams, and significant cost reductions. Our stock price has acted in kind, appreciating approximately 80% from our 2011 low and 20% year-­‐to-­‐date.”

Starboard declined to agree apparently.

Nothing like a he-said-he said, which follows a similar proxy fight situation at Yahoo!

Here is Starboard’s official press release with board selections, followed by AOL’s full statement:

Starboard Delivers Letter to AOL Board Nominates a Slate of Highly Qualified Candidates for Election at the 2012 Annual Meeting

NEW YORK, Feb. 24, 2012 /PRNewswire via COMTEX/ — Starboard Value LP (together with its affiliates, “Starboard”), one of the largest shareholders of AOL Inc. (“AOL” or the “Company”) AOL -0.95% with current ownership of approximately 5.2% of the outstanding shares, today announced that it has delivered a letter to the Company’s Board of Directors and has nominated a slate of highly qualified candidates for election to the AOL Board at the Company’s 2012 Annual Meeting.

The full text of the letter to the Board follows:

February 24, 2012

AOL Inc.
770 Broadway
New York, NY 10003
Attn: Members of the Board of Directors

To the Board of Directors,

Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 5.2% of the outstanding shares of AOL Inc. (“AOL” or “the Company”), making us one of the Company’s largest shareholders. As you know, we have strong views regarding the current state and future direction of AOL, which we articulated in our comprehensive letter to the Board of Directors (the “Board”) on December 21, 2011 (the “December Letter”). We appreciate the ongoing dialog we have had with management and certain members of the Board over the past two months. However, we are extremely disappointed that our conversations regarding the issues raised in our letter have stalled. Specifically, we are troubled that the Company remains closed-minded to alternative value creation initiatives, and instead appears solely focused on pursuing the status quo. AOL is a diverse company with tremendous assets in a variety of different businesses that collectively are being undervalued in the marketplace. We continue to believe that significant opportunities exist to unlock value based on actions within the control of management and the Board.

As one specific example, in addition to the valuable assets highlighted in our December Letter, AOL owns a robust portfolio of extremely valuable and foundational intellectual property that has gone unrecognized and underutilized. This portfolio of more than 800 patents broadly covers internet technologies with focus in areas such as secure data transit and e-commerce, travel navigation and turn-by-turn directions, search-related online advertising, real-time shopping, and shopping wish list, among many others.

Since our initial public involvement in AOL, we have been approached by multiple parties specializing in intellectual property valuation and monetization, some of whom believe that (i) a significant number of large internet-related technology companies may be infringing on these patents, and (ii) AOL’s patent portfolio could produce in excess of $1 billion of licensing income if appropriately harvested and monetized. Unfortunately, several of these parties have expressed severe frustration that AOL has been entirely unresponsive to their proposals regarding ways to take advantage of this underutilized asset. The Company’s inaction is alarming given our understanding that many of the key patents have looming expiration dates over the next several years which could render them worthless if not immediately utilized.

As a result of the dynamics highlighted above, we are increasingly uncomfortable with the direction of the Company and the leadership of the Board. To this end, and as a result of our inability to arrive at a mutually agreeable resolution on the composition of the Board, we have identified the following highly-qualified candidates who have agreed to be nominated to the AOL Board at the 2012 Annual Meeting. We believe these nominees possess a well-balanced mix of skill sets to ensure that the Company evaluates, with an open mind and a keen sense of urgency, all alternative strategies to determine the best path forward to maximize value for all shareholders.

Starboard’s Director Nominees:

Ronald S. Epstein is the Founder and CEO of Epicenter IP Group LLC, a company dedicated to assisting patent owners in obtaining maximum value for their intellectual property. Previously, Mr. Epstein was Vice President and General Counsel of Brocade Communications Systems, Inc., and Director of Licensing at Intel Corporation. Before joining Intel, Mr. Epstein was a member of the Technology Licensing Group at Wilson, Sonsini, Goodrich and Rosati. Mr. Epstein has more than 20 years of experience in developing, optimizing, and transacting intellectual property asset portfolios, and has delivered significant value to patent owners from the sale or licensing of patents in over 150 transactions.

Steven B. Fink is currently a private investor with extensive experience building and managing technology companies. Mr. Fink is the former CEO of Lawrence Investments, LLC, a venture with Larry Ellison that owns and manages all of Mr. Ellison’s non-Oracle investments. Lawrence Investments founded and invested in numerous technology, education, medical, and biotechnology companies. Mr. Fink previously served as Chairman and CEO of Anthony Manufacturing Company, Chairman and Managing Director of Knowledge Universe, and Chairman and CEO of Nextera. Mr. Fink currently serves as Vice Chairman of Heron International, and as a member of the Board of Directors of K-12. Previously, Mr. Fink served as the Chairman of the Board of Leapfrog, Inc., and Spring Group until its sale in 2007.

Dennis A. Miller is a strategic advisor to Lionsgate Entertainment and has been focused primarily on investing at the intersection of media and technology. Previously, he was a General Partner at Spark Capital, a venture fund where he invested in companies including Twitter, CNET, and AdMeld. As a Managing Director for Constellation Ventures, he invested in companies such as Capital IQ. Mr. Miller has also served as Executive Vice President of Lionsgate Entertainment, Executive Vice President of Sony Pictures Entertainment, and Executive Vice President of Turner Network Television.

Jeffrey C. Smith is co-Founder and CEO of Starboard Value, a New York-based investment firm that is one of the largest shareholders of AOL. Mr. Smith has extensive public company board experience. Currently, he serves on the boards of Regis Corp., and SurModics Inc. Previously, he was the Chairman of the Board of Phoenix Technologies Ltd., and a director of Zoran Corporation, Actel Corporation, S1 Corporation, and Kensey Nash Corp. Mr. Smith also served as a member of the Management Committee for Register.com.

James Warner is the principal of Third Floor Enterprises, an advisory firm specializing in digital marketing and media. Previously, he was Executive Vice President of Avenue A | Razorfish, and served on the executive committee of aQuantive, its parent company. He has also served as President of Primedia Magazine Group, President of the CBS Television Network, President of CBS Enterprises, and Vice President at HBO. Mr. Warner served as a director on the board of MediaMind Technologies Inc until its sale to DG FastChannel, Inc. in July 2011.

It is our understanding that the terms of eight directors currently serving on the Board expire at the 2012 Annual Meeting. We would view any attempt by the Company to expand the size of the Board following the receipt of this letter, and given our previous discussions regarding board composition, as a tactic designed to manipulate the composition of the Board with regard to this year’s Annual Meeting. To preserve our rights, and in the event that the Company expands the Board prior to the 2012 Annual Meeting, we are therefore nominating five director candidates. We do not currently intend to seek to replace a majority of the Board. However, we do believe significant change to the composition of the Board is warranted given the qualifications of our nominees and the long-term underperformance of AOL.

We remain prepared to engage in constructive dialog with the Board to reach a mutually agreeable resolution. However, if an agreement is not reached, we are fully prepared to solicit the support of our fellow shareholders to elect a new slate of directors at the 2012 Annual Meeting who are committed to representing the best interests of all AOL shareholders. Starboard has a long history of working constructively with undervalued public companies to improve board effectiveness and enhance shareholder value. We hope that the Board will begin to recognize that our interests are directly aligned with those of all shareholders and that we only want what is best for AOL and its shareholders.

Best Regards,

Jeffrey C. Smith
Managing Member
Starboard Value LP

AOL ISSUES STATEMENT

NEW YORK, NY — February 24, 2012 – AOL Inc. (NYSE: AOL) issued the following statement in response to Starboard Value LP’s Letter to the AOL Board

The recent improved earnings results of AOL Inc. (“AOL” or “the Company”) highlight the significant progress we are making in executing our strategy to improve AOL’s growth trajectory and create meaningful shareholder value. We ended 2011 with our best performance as a company in the past five years, with substantial growth in advertising revenue, improvements in legacy revenue streams, and significant cost reductions. Our stock price has acted in kind, appreciating approximately 80% from our 2011 low and 20% year-­‐to-­‐date.

AOL’s Board of Directors and management team consistently review the strategy and performance of the Company and have taken meaningful actions to enhance shareholder return including the divestiture of non-core assets, significant cost reduction, a meaningful buyback of Company equity, and the implementation of an accountable and performance-based culture to operate against our clear strategy.

AOL has held several meetings with Starboard Value LP to address their questions. AOL communicated our continued intent to simplify AOL’s business and our efforts to accelerate shareholder value creation. AOL has offered Starboard Value LP an opportunity to help shape the Company’s Board of Directors composition and size. Unfortunately, Starboard Value LP has a singularly focused agenda and rejected this productive path to address their stated concerns and drive increased shareholder value.

Our Board of Directors and management team remain firmly committed to creating value for all shareholders. We have a valuable patent portfolio and several months ago, prior to Starboard’s first letter, the AOL Board of Directors authorized the start of a process, and hired advisors, to realize the value of these non-strategic assets. AOL has a clear plan to provide our consumers and customers with exceptional value, which we believe will lead to the creation of shareholder value. We will continue to aggressively execute and innovate on our strategy as we continue the turnaround of AOL.

We are thrilled to welcome another strong reporter to the AllThingsD team: Lauren Goode, who will cover consumer tech products and issues. She’ll be based in New York.

Lauren comes to us from the digital arm of our sister news organization, The Wall Street Journal, where she was a video producer and reporter, from 2008 to 2011. She helped launch the Journal’s live-streaming video programming and produced and co-hosted the daily “Digits” technology show, which regularly features our ATD staff along with Journal reporters and editors. (We hope to see her there from time to time as a guest herself now.) She was also a contributing writer to the Digits blog on WSJ.com, and wrote posts on consumer technology products.

Prior to joining the Journal, Lauren worked in cable television from 2003 to 2008, producing and writing shows for A&E Television Networks’ award-winning “Biography” series, after having started her career as a production assistant at ESPN in New York.

The addition of Lauren to AllThingsD is just the latest move in an expansion that has seen our staff more than double in the past year, including adding new reporters, editors and developers. This has allowed us to broaden and deepen our coverage, to break more news and also to begin doing different types of stories than many other blogs offer, such as our recent series on Facebook’s smartphone effort.

We have more new coverage and staff expansions planned, so stay tuned. And, as always, thanks for your readership, which has been increasing strongly quarter after quarter. We aim to keep earning your loyalty and trust.

Going forward, Lauren can be reached at lauren@allthingsd.com, and you can read more about her bio and ethics statement here.

– Walt & Kara

What an amazing coincidence.

On the very day Yahoo’s board is considering actual bids from two private equity firms interested in deals to buy close to 20 percent of the company for between $16.50 and $17.50 a share, comes a spate of eerily similar breathless media postings that there’s another bid in the making for $20!

That’s totes better, right? I mean, how can Yahoo’s directors accept a real live lesser-priced bid now when there’s a prettier one in the fog just ahead?

No, really, it’s there — if you squint really, really hard.

Except it’s not even close, when you actually check with two of the key members of the group of alleged buyers, which would apparently be Blackstone, Bain Capital and Yahoo’s Asian partners, Alibaba Group and SoftBank.

Sources close to Blackstone and Alibaba said while there have been talks, which have been previously reported weeks ago here and elsewhere, there is no bid in the offing that is close to fruition and at that price.

In an unusual public statement, in fact, Alibaba’s John Spelich said flatly: “Alibaba Group has not made a decision to be part of a whole-company bid for Yahoo.”

This from a company whose voluble CEO Jack Ma is prone to making giant and noisy speeches to signal his interest in finding a way — any way — to get back shares of the Chinese Internet giant from Yahoo.

Not this time, and several sources close to Alibaba reiterated that it was nowhere near close to any bid as yet and that a price is still up in the air. In addition, sources added, Alibaba might decide to work with another PE group, such as Providence Equity.

In addition, sources noted that if Alibaba could strike an adequate deal with private equity bidders to get a large chunk of the stake back, it would be highly preferable to a hostile takeover of Yahoo that could end in tears and little else.

“The threat of a takeover is more useful than the damage an actual takeover would cause for everyone,” said one person close to the situation. “No one wants this to be unfriendly.”

So why the rumors — doubtlessly being spread around by hopelessly cynical Wall Street types interested only in stock manipulation — surfacing today?

Simple: To get some easy-to-play media outlet to bite, report it as speculative fact and cause the stock of Yahoo to take flight tomorrow.

Hey, it could happen!

Sadly, this junior-league trick has already worked — Yahoo shares were up a dollar to $16.72 in after-hours trading tonight.

It is likely to go even higher tomorrow, which could cause the board of Yahoo to delay accepting either of the partial bids from Silver Lake or TPG Capital, even if they were the best thing for the company and its employees.

Except that the job of the Yahoo board is to evaluate what’s before them and not what is perhaps, someday, soon, wait-by-the-phone, really soon, I promise is going to be delivered.

In fact, several sources noted that it’s not clear if the Yahoo board has even asked for parties to submit whole-company bids yet.

When and if Yahoo’s board does that and if something better actually does come down the pike, with a much fatter price tag of $20 or more, then the directors can mull that over.

That would be the prudent thing to do for the company, its employees and its shareholders, even if Yahoo’s stock gets a temporary lift now.

Maybe I am just a hopeless Silicon Valley romantic and not a hardened Wall Street M&A type, but the survival of Yahoo is the real point here, rather than the lining of bankers’ already fee-stuffed pockets.

And anything other than that is just fog.

In a new filing with the Securities and Exchange Commission concerning its upcoming IPO, Zynga is expected to unveil two key management and board changes at the online gaming phenom:

Chief Business Officer Owen Van Natta — who came to the San Francisco-based start-up several years ago to help CEO Mark Pincus grow it and develop it — will step down from his job and become a strategic adviser focusing on major partnerships. He’ll still remain board member at Zynga, but will give up millions of pre-IPO shares by moving out of his operational role.

And director and venture investor Brad Feld will leave the the board, which VCs sometime do as companies move to a public offering and add members with more specific business experience.

In his place, longtime entrepreneur and investor Sunil Paul, who founded a company called FreeLoader with Pincus many moons ago, will join the board.

Zynga confirmed the changes to me in a statement by Pincus:

“Owen is a valuable business partner. He’s made great contributions to Zynga and continues to be an important part of our team.”

Sources said the changes related to Van Natta around are not part of a recent controversy around a Wall Street Journal story about clawing back of some share options grants of early Zynga employees who had become less involved in the company. While the company cannot actually take back already vested shares owned by those staffers, the article has put a lot of scrutiny on Zynga and raised questions about how to cope with the kind of hyper-growth some Internet firms experience.

That’s certainly been the kind of rocket ride Zynga has been on, as it has grown from a small social gaming company on Facebook to a high-profile public company.

Zynga is in the final stages of its IPO process, answering questions from the SEC that are typical. If all goes well, Zynga execs are expected to go on a road show after the Thanksgiving and go public by the end of the year at a market valuation of close to $20 billion.

That was different from when Van Natta officially got to Zynga in the spring of last year — after a rocky experience running the doomed Myspace. At the time, he told me at the time that planned to be focused on scaling the business and did not consider himself a long-term operating executive.

Since then, he has helped Pincus hire a series of experienced gaming execs, including a chief operating officer, a chief marketing officer and others.

Zynga was Van Natta’s third high-profile Web company in recent years. He was a top early exec for Mark Zuckerberg at Facebook until early 2008, and in 2009 he took over News Corp.’s (NWS) MySpace, a job that lasted less than a year.

Early in his career, Van Natta was also was a top strategy, marketing and deal exec for Amazon, which bought an early social networking start-up called PlanetAll that he worked at.

It will now be interesting to see what Van Natta does next, but it is unlikely he will take a permanent position. He is a longtime angel investor in Silicon Valley, including in hot start-ups such as Asana and still holds a significant stake in Facebook.

But, in moving out of his job at Zynga, he will be giving up many millions of shares of a rich trove he was given when he arrived at the company. That said, Van Natta already owns millions of accelerated vested shares and will get another large grant as a board member.

Translation: Don’t cry for Mr. Van Natta, Silicon Valley — he made $42 million last year from Zynga shares alone.

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.

Demand Media beat Wall Street expectations in the third quarter, posting a loss of five cents a share. Investors had expected it to lose from four to six cents.

Revenue was up 25 percent to $85.1 million, compared to $65.4 million in the same period a year ago. Minus traffic acquisition costs, sales increased 26 percent to $78.1 million from $62.2 million.

The stock of the Santa Monica, Calif., social content company has suffered in the quarter due to worries about its traffic and growth, but it has recently bounced back after hitting all-time lows.

After losing almost nine percent today, in profit-taking ahead of earnings after a recent price surge, Demand shares rose over 17 percent in after-hours trading to $8.30.

Some more details, according to a Demand statement on the Q3 financial results:

Content & Media Revenue increased 27% to $50.7 million, compared with $39.8 million in Q310.

Traffic acquisition costs (TAC), which represent the portion of Content & Media revenue shared with Demand Media partners, of $3.4 million, or 6.7% of Content & Media revenue, compared with $3.2 million, or 7.9% of Content & Media revenue, in Q310.

Content & Media Revenue ex-TAC grew 29% to $47.4 million, from $36.7 million in Q310.

Registrar Revenue increased 20% to $30.7 million compared with $25.5 million in Q310.

In addition to its more high-profile content business, Demand also has a domain registry unit.

“We reported another strong quarter as we continue to build Demand Media’s foundation for long-term growth,” said Richard Rosenblatt, Chairman and CEO of Demand Media in the statement. “The Company is uniquely positioned to deliver data-driven professional content through its robust content publishing platform. We are now in the process of optimizing that platform while increasing our investment in video content and enhancing the quality, engagement and user experience of our sites.”

There will be a conference call at 2 pm PT today, which I will liveblog (as long as it is lively!).

Until then, enjoy the official Q3 earnings press release:

3Q11 Earnings ReleaseFINAL

Just last week, it seemed as if the dangerous riptide had finally turned for Demand Media, the social content company whose stock for the quarter bottomed out in mid-October, in the $5-a-share range.

It has now rebounded to close Friday at $7.76, with a market valuation of just over $651 million — still a far cry from a high of over $27 a share in the last year, but well below the target price of upward of $14 from Wall Street analysts.

That’s why there will be plenty of questions for CEO Richard Rosenblatt in a conference call scheduled for after the Santa Monica, Calif.-based Demand reports its third-quarter earnings, following the close of markets this afternoon.

Analysts are expecting Demand to lose four to six cents a share. Revenue is expected to be up.

One issue sure to be on the docket will be the traffic problems at its flagship eHow site, which stymied Demand in the quarter. The situation caused it to release a statement about the issue, “which the Company believes is temporary and was the result of an internal technical issue. The technical issue has recently been remediated.”

Assume you will hear more on that and other topics, including updates on the cost of its content and the continued impact on Demand of search-algorithm changes at Google, as well as how it is faring in attracting more lucrative advertising.

I will be covering the earnings and the analyst call, so tune in later today for answers.

According to multiple sources close to the situation, Groupon plans to conduct its road show for investors next week, starting either on Monday or Tuesday.

While the decision to move forward could still change, it comes amid continued criticism of the Chicago-based daily deals company, which has had one of the rougher IPO processes for an Internet company in recent memory.

Just yesterday, the New York Times took aim at Groupon and its Wall Street bankers, retreading over the same list of issues, including controversial accounting, a too-large payout to its founders and issues around its marketing costs.

In addition, the social buying service has had some management turnover, with two COOs departing.

Lastly, it has amended its S-1 filing several times, for a variety of reasons, including an email to employees by its CEO Andrew Mason that struck regulatory agencies as a bit blabby.

That said, the initiation of the road show — where company execs will pitch its business to possible shareholders — might be an indication that Groupon’s results have improved in its recent quarter.

In the last quarter, the company lost $102.7 million on revenue of $878 million.

Also of concern is the stock market itself. Groupon, like several Web IPO candidates, had delayed its offering due to turbulent conditions.

Now, sources said, the company will go public on the Nasdaq exchange soon after the road show is complete and after pricing by its bankers.

That valuation will also be under scrutiny. Some had previously estimated that Groupon would have an IPO of up to $25 billion. Now it could be half that, sources said.

Well, we will presumably soon see, as Groupon plans to proceed.

Yahoo CTO Raymie Stata is stepping down as CTO of the Silicon Valley Internet giant, the company confirmed this afternoon, after I made a query about the change.

He will be replaced by Ash Munshi, Yahoo said.

In a statement, the company said:

“Raymie Stata, CTO, has taken on a newly created role of EIR at Yahoo! to allow him to return to his entrepreneurial roots. Yahoo! is excited to appoint Ash Munshi to the role of CTO. Ash has a well-established career managing successful global technology organizations at the most senior levels with a laser focus on meeting and exceeding customer needs.”

While sources said Stata had planned to leave Yahoo, he will remain an Entrepreneur in Residence there, an unusual arrangement for a big company. Typically, departing execs become EIRs at venture firms.

The latest talent shift at Yahoo is part of a broader attrition problem at the company, which has been persistent for years and has worsened in the wake of the firing of CEO Carol Bartz and a massive strategic review of its options.

Employees at the company have become troubled by the turmoil and are worried about what a possible change of control will bring for Yahoo.

Stata was appointed CTO last June, after having been its Chief Architect. He has reported to Chief Product Officer Blake Irving.

AOL and TechCrunch founder and editor Michael Arrington have officially parted ways, almost exactly one year from the New York Internet portal’s acquisition of the popular tech news site.

He was replaced by longtime TechCrunch editor Erick Schonfeld.

The company’s statement said that the high-profile blogger had “decided” to move on, which was a decided understatement, given that the negotiations between the pair sometimes approximated a cage match.

The noisy media fight centered on a new $20 million venture fund that Arrington is now running, called CrunchFund, and his editorial status at TechCrunch with the new role.

Many, including myself, had raised questions about the conflicts of interest inherent in the situation, if Arrington had remained influential at TechCrunch. Arrington had argued that transparency took care of that.

The name of the fund, which is close to the name of TechCrunch, will remain, said Arrington onstage this morning at the TechCrunch Disrupt conference in San Francisco.

“This is my baby and I built this,” he said, in an understated appearance. “So, it’s a sad day.”

Before beginning an opening interview with well-known Silicon Valley investor and venture capitalist Reid Hoffman at the conference, Arrington got off a good joke — one of many to come, apparently (uh-oh!) — by wearing a t-shirt with the label: Unpaid Blogger.

It was a humorous poke at AOL content czar and former Arrington boss, Arianna Huffington, who had called him that in one of the many rounds of fighting of late.

It was all in good fun, finally, after not so much fun.

Along with a media firestorm, the fracas included Arrington posting an angry blog on TechCrunch itself demanding that AOL give him editorial independence or sell him back TechCrunch.

AOL CEO Tim Armstrong and Huffington were inclined to do neither and, thus, Arrington had to go.

Here’s a statement that was just put out by AOL:

“The TechCrunch acquisition has been a success for AOL and for our shareholders, and we are very excited about its future. Michael Arrington, the founder of TechCrunch has decided to move on from TechCrunch and AOL to his newly formed venture fund. Michael is a world-class entrepreneur and we look forward to supporting his new endeavor through our investment in his venture fund. Erick Schonfeld has been named the editor of TechCrunch. TechCrunch will be expanding its editorial leadership in the coming months.”

Oddly, Armstrong put the news of the change at the end of his weekly internal memo to staff, in which he noted that the company would continue as an investor in Arrington’s CrunchFund — a $10 million investment — which had started this whole controversy.

Tim, in old-timey journalism that’s called burying the lede, but here it is:

AOLers –

We’re right in the middle of the most important season of our year and we have some critical work to get done. I wanted to share the highlights of what we are expecting to have happen in the next 12 weeks. As I mentioned last week, we have prioritized our focus areas in a concise document.

The main items are below and there will be a steady set of reviews against these and related items at the weekly product reviews and monthly business reviews:

1. Traffic Growth: Full execution of the Bridge and Tunnel Project

2. Display Ads Growth: Premium formats and video growth/improvement in the quote to collect process for customers and sales

3. Video Platform: Launch of new video platform

4. Patch Monetization: Sales allocations/partnerships

5. Expansion of Content Verticals/Platform: Genre verticals in HuffPost/video expansion

6. Mobile: Content & ads priority match/move mobile engineering up the brand food chain

7. Expansion of Devil Network: Increase partners and scale production

8. Paid Services: Increase commerce partnerships

As we have discussed, the fall of ’11 will be about driving organic product improvement and reducing our focus to the high leverage opportunities. Every new opportunity at the company will be compared to our succinct plan. If we are going to add a new idea, an existing idea needs to be removed. There is room for execution and for improvement — everything else needs to be put on the back burner.

Finally, I’d like to announce that Michael Arrington, the founder of TechCrunch, has decided to move on from TechCrunch and AOL to his newly formed venture fund. TechCrunch continues to be a part of the AOL Huffington Post Media Group. AOL will maintain its initial investment in Michael Arrington’s fund and AOL Ventures will oversee our investment in the fund.

Have a great week everyone — stay focused and keep up the strong momentum –TA

Indeed, now that the disruption is over, it is long past time to focus on the entrepreneurs and start-ups that TechCrunch is built on. Here is the link to watch the live stream of TechCrunch Disrupt.

UPDATE: It’s not over until it is over, apparently. In a blog post of her own, Huffington took aim at The Wall Street Journal over its coverage of the internal battle at AOL.

Calling out a Journal story from over this past weekend as “shoddy,” she took issue with its characterization of AOL as having a “culture of clashing fiefs and personalities,” with a focus on fighting between her and Arrington.

The issue at hand wasn’t about personalities. It was about principle; a very simple fundamental principle about conflicts of interest that every journalistic enterprise adheres to — including the Wall Street Journal, as its former publisher L. Gordon Crovitz points out today. But you wouldn’t know that from the breathless opening grafs of the exceptionally misinformed, substance-lite, and anonymous-quote-riddled piece.

Indeed, it takes a full eight paragraphs before the Journal’s reporters Jessica Vascellaro and Emily Steel move away from their gossip girl caricature “clash of personalities” narrative and get to — or at least near — the heart of the matter: Can someone running a venture fund edit a site covering the tech startup scene? This has nothing to do with personalities, either Mike Arrington’s or mine.

If only we could only find a way to also include the doofus-is-not-disparaging fired Yahoo CEO, Carol Bartz, this giant rumble would certainly be complete.

SECOND UPDATE: But, wait, what tweet through yonder smartphone breaks?

It is the Arrington, now seemingly taking a shot at Huffington about their clash of personalities.

Wrote Arrington on Twitter just now: “ok @ariannahuff. Let’s go ahead and talk about how this really played out.”

Oh, let’s — although part of me (and I know this might seem ironic) wants to make it stop.

Yahoo turned in another flat performance in the second quarter, with $1.08 billion in revenue, which was slightly below Wall Street expectations.

Earnings per share were right on target, though, at 18 cents each, an increase of 18 percent. Net income was $237 million for the quarter.

Investors were expecting Yahoo to report revenue of $1.11 billion on earnings of 18 cents.

That means a revenue decline of five percent from a year ago, which Yahoo said was “primarily due to the revenue share related to the Search Agreement with Microsoft.”

More importantly, in a statement, Yahoo CEO Carol Bartz also pointed to changes in its display sales operations, a key business of Yahoo:

“We experienced softness in display revenue in the second half of the quarter due to comprehensive changes we have made in our sales organization to position ourselves for more rapid display growth in the future.”

Whatever the reason, it’s not good news for Yahoo, especially considering Google’s strong results last week. Then again, it’s better than the first quarter’s six percent drop in revenue for Yahoo.

That said, Yahoo stock was down between one and two percent in after-hours trading.

Here’s the full press release to peruse, before I begin liveblogging the earnings call at 2 pm PT, as well as a link to my post on its slide deck of the results:

YHOO_Q211PressRelease_Final

Groupon sent out emails to its users this weekend, about changes it has made to its privacy statement and terms of use.

Among the most notable changes is more information about the Chicago-based social buying start-up’s collection and use of mobile location information.

Said Groupon:

“In short, if you use a Groupon mobile app and you allow sharing through your device, Groupon may collect geo-location information from the device and use it for marketing deals to you (and for other purposes listed in the “How Groupon Uses Personal Information” section of the Updated Privacy Statement).”

In other words, if you let them, in order to improve the experience and make the Groupon Now app more useful, you’re being tracked.

This, of course, has been a dicey issue of late, most recently related to Apple and Google smartphones and what information they collect and retain.

In addition, with a pending IPO, Groupon is under all kinds of scrutiny and any big changes will be closely studied.

In addition, in its email to customers (see below in its entirety), the company said that it had broadened the definition of personal information to include your interests and habits and also that it may share that personal information with partners in new offering areas, such as travel deals with Expedia.

Groupon said it was also trying to improve readability of its consumer information and give greater transparency to its customers.

Here is the whole Groupon memo about the changes:

Wondering about Changes to the Groupon Privacy Statement?

We want to tell you a little more about some material changes we just made to the July 22, 2010 version of the Groupon Privacy Statement (the “Old Privacy Statement”) to create the new Groupon Privacy Statement (the “Updated Privacy Statement”).

In general, all of the changes to the Updated Privacy Statement were made to improve readability, provide greater transparency about our information handling practices, address some new types of relationships Groupon is forging and new technologies Groupon is using or may use, and to let you know about the privacy choices you have. Read on.

* Groupon continues to be a proud member of the TRUSTe Privacy Program. The Updated Privacy Statement contains a reference to the most current version of the TRUSTe Program Rules and includes some additional statements required by those Program Rules. As a TRUSTe Privacy Seal holder, Groupon is committed to complying with the Program Rules as applicable to its online privacy program.

* The Updated Privacy Statement replaces the phrase “Personally Identifiable Information” with “Personal Information” to improve readability and accuracy. (More on this below.)

* The Updated Privacy Statement clarifies that Personal Information is any information that could be used to identify, locate or contact an individual. This definition is broader than the definition in the Old Privacy Statement, which limited the concept of personally identifiable information to identification information in the context of certain defined identification activities. (Whew!) The broader definition in the Updated Privacy Statement reflects our dedication to protecting privacy in all areas of our business.

* The Updated Privacy Statement includes a definition of Personal Information and explains the types of Personal Information collected, used and disclosed by Groupon, namely “Contact Information,” “Relationship Information,” “Transaction Information,” “Financial Account Information,” and “Mobile Location Information.” These definitions provide more meaningful definition about the types of information we collect and how we classify information internally.

* The Updated Privacy Statement has shortened the section that goes on about how we use and disclose non-identifiable information. This change was made to improve readability so we could focus more on talking about what we do with Personal Information.

* The Updated Privacy Statement contains information on Groupon’s collection and use of Mobile Location Information. In short, if you use a Groupon mobile app and you allow sharing through your device, Groupon may collect geo-location information from the device and use it for marketing deals to you (and for other purposes listed in the “How Groupon Uses Personal Information” section of the Updated Privacy Statement).

* The Updated Privacy Statement presents Groupon’s disclosures of Personal Information in a more detailed and transparent fashion. The new “When and Why Groupon Discloses Personal Information” section of the Updated Privacy Statement details the circumstances when Personal Information is shared with third parties in a comprehensive, bulleted-list format. This section reinforces Groupon’s commitment to protect privacy by generally limiting disclosures of Personal Information to our affiliates and services providers and to those merchants and business partners with whom our users interact.

* The Updated Privacy Statement omits the section in the Old Privacy Statement regarding disclosures of Personal Information to Google for remarketing purposes. Groupon does not provide Personal Information to Google for remarketing.

The Old Privacy Statement’s section on “Data Tracking” has been replaced with an expanded section on “Cookies and Related Technologies” to provide greater transparency around data collection technologies. This section contains information about all of the ways that we collect information using automated technologies, including cookies, pixel tags, web beacons, browser analysis tools, and web logs. The section is designed to educate readers about the types of data collected by each technology as well as how the data is used by Groupon. The Updated Privacy Statement clarifies that if automatically-collected data is associated with Personal Information, it is protected by the Updated Privacy Statement. This section also provides information about third party advertising relationships in a more readable form and includes a new paragraph regarding our relationship with Omniture.

* The Updated Privacy Statement contains an expanded section on user choice. The “Your Choices” section in the Updated Privacy Statement provides readers with information on many different types of privacy choices that they can make, along with instructions for exercising the choice. This section also consolidates information on choices that was distributed throughout the Old Privacy Statement and contains a new link to the TRUSTe preferences page.

* The Updated Privacy Statement’s section on “Security of Personal Information” has been streamlined to more-simply state our commitment to maintaining a reasonable information security program with expected administrative, technical and physical controls.

* The Old Privacy Statement’s section “Updating and Correcting Personal Information” has been replaced with a new section “Accessing and Correcting Personal Information.” This section has been revised to improve readability and clarify the processes by which users can access, update and delete their Personal Information. This section of the Updated Privacy Statement also contains a new paragraph regarding data retention. This paragraph was added for clarity and to comply with the TRUSTe Program Rules.

* The Updated Privacy Statement contains a new section giving “Notice to Residents of Countries Outside of the United States of America.” This section educates international users about the fact that Groupon is based in the U.S. so Personal Information may be transferred to the U.S. for processing.

* The “Miscellaneous Privacy Issues” section in the Old Privacy Statement has been deleted and the content it contains has been included in more appropriate, descriptive sections elsewhere in the policy. Also, we omitted the section discussing children’s information because Groupon is not designed for children and the Groupon deals are not offered to individuals under the age of majority in their states of residence. See our Terms of Use.

* The Updated Privacy Statement introduces a new contact mechanism for privacy-related inquiries: privacy@groupon.com. While general customer service questions should still be directed to support@groupon.com, the new address provides a way for us to respond to questions that our users have specifically about the privacy of their Personal Information.

And here is the email sent to users, titled “Updates to Privacy Statement and Terms of Use”:

We wanted to let you know that we’ve updated both our Privacy Statement and our Terms of Use. These new terms, which affect all Groupon users, accommodate our new products and services that allow us to offer you more relevant deals.

If you don’t feel like wading through long legal documents, here’s a summary of the notable changes, in plain English:

We’ve clarified that Groupon Now! and our other mobile apps may collect geo-location data. This lets us present you offers that are close by. See Sections 1 and 5 of the Privacy Statement.

We’ve broadened the definition of “personal information” to include your interests and habits, and provided additional details about how we collect and use your information. We’ve done this so that we can better understand what types of offers you’ll find valuable. See Section 1 of the Privacy Statement.

You may know that we’ve started working with partners to offer Groupon users new deal categories — for example, travel deals with Expedia. Our new privacy statement explains that we may share your personal information with these partners if you subscribe to special communications or buy deals in these new deal categories. See Section 4 of the Privacy Statement.

We’ve updated our Terms of Use to help you understand the expiration policies for different vouchers, including Groupon NOW! vouchers. This explains, for example, that if you don’t use a Groupon NOW! voucher within 30 days we’ll refund the purchase amount. See Section 7 of the Terms of Use.

We also clarified our expectations to ensure that our customers and visitors use the services on our website in a way that keeps the experience good for everyone. For example, we’ve prohibited abusive practices like opening multiple accounts, submitting false information and other practices that we think detract from everyone’s experience with us. See Section 5 of the Terms of Use.