Now he’s trying to build one.

On Monday, Morse, 43 years old, became the CFO at privately held Adap.tv, which helps advertisers to buy video-advertising space on thousands of websites including Yahoo and music-video giant Vevo.

Read the rest of this post on the original site »

Michael Katz, one of Yahoo’s high-ranking online advertising execs, is leaving the company, according to a memo he sent out to staff on Friday.

Considered a savvy online ad player and a well-regarded entrepreneur, Katz came to the Silicon Valley Internet giant a year ago when it bought Interclick, the ad-targeting company he co-founded and headed, for $270 million.

Yahoo later used Interclick’s technology in its audience-buying platform called Genome. In a reorganization announced in January, Katz was placed in charge of sales operations and data and performance optimization for Genome.

The data unit is at the center of efforts by Yahoo’s new CEO Marissa Mayer to turbocharge its ad business.

But the Katz missive, which is below in its entirety, clearly signaled that his departure was not an amicable one, which sources underscored was part of a larger rejiggering of the ad sales staff under new COO Henrique De Castro.

“As some of you are starting to learn, my last day with the company will be today,” wrote Katz on Friday. “Leaving Y! is not the hard part — how it happened and leaving all of you is what makes this difficult.”

How it happened, said several sources, was that Katz was suddenly told by HR head Jackie Reses last week that there was not a place for him, only days before a large 12-month retention bonus was to be paid out to him for the Interclick acquisition.

While it is an unusual thing to part on willfully difficult terms with an entrepreneur, as it sends a bad signal to others considering joining the company, Yahoo’s new leadership has been playing hardball with a lot of top execs it is parting ways with, and is also limiting departure packages.

Former marketing head Mollie Spillman, for example, was suddenly let go after she was replaced by former Lockerz CEO Kathy Savitt. And, though he had wanted to leave, former CFO Tim Morse was also told of his replacement in a swift exec house-cleaning move, as was former HR head David Windley.

Of course, such moves are not unusual when a new set of leaders enters the corporate picture. That’s why many at Yahoo expect even more changes to come soon in the ad unit, with most assuming that Mayer and De Castro will bring in new staff they had previously worked with at Google.

Currently, top Yahoo ad execs include Peter Foster, GM of audience advertising at Yahoo; and Mark Ellis, VP of North American sales and global partnerships.

It will be interesting to see what happens to them and others as part of a large ad reorg at Yahoo now taking place, which will definitely include a variety of departures and arrivals. One recent notable Yahoo ad exec departure, for example, was Debbie Menin, who headed entertainment and travel sales strategy, and is now a top sales exec at hot video entertainment network Machinima.

More will come in the new year, given that De Castro has recently briefed employees on a plan to move its sales organization to a “category” model. Simply put, that means its sales reps will sell all of Yahoo’s ad products, as well as its search offerings, in a vertical process organized around advertiser segments.

That massive shift is not Katz’s to worry about anymore, it seems. Here’s his entire email to staff, which is a pretty eloquent one, as goodbye letters go:

Friends and Colleagues,

6 years ago if someone would have told me that the hardest part about building a business would be to one day say goodbye, I would not have believed them. As some of you are starting to learn, my last day with the company will be today. Leaving Y! is not the hard part — how it happened and leaving all of you is what makes this difficult. I will miss the daily interactions and will take with me the many memories. This has honestly been so much fun.

I have learned a lot along the way:

Sometimes winning looks like losing. If you don’t fail, you can’t progress and the stakes only get bigger as you go further down your path.

Be genuinely happy for those that are successful at reaching their goals. If you spend anytime wishing it were you, it will never be.

Stay humble, and never declare victory.

Approximately correct is better than definitely wrong. Do not let perfection be the enemy of excellence.

We are all human — we may make mistakes, we must forgive, forget, and move on together.

Treating people right is not an option.

Treat adults like adults and they will behave like adults. Rules are for children.

People and culture are everything. It’s about so much more than free food and parties, it cannot be forced and without it a business cannot succeed.

I consider myself so very lucky to have known a handful of loyal friends that took a chance, quit their jobs and risked a lot to build this business with me. Their loyalty and hard work helped interclick get off the ground and for that I will forever be grateful. The team they helped to build has truly made this the greatest place to work. Each and every one of you made interclick the very best company to work for.

I would like to leave you all with a reminder of what together we built:

– A company that started with $27,000 and sold for $270,000,000

– A company that redefined the way that marketers think about audience targeting and data

– A company that went public in 2009 on NASDAQ defying all odds

– A company that spit in the face of adversity early in 2011 and came out victorious

– A company whose people are the future of this organization.

So be proud of what together we achieved, look back and know you were part of something big. Then look ahead and know that this is just the beginning, we will all one day build again. For those of you that continue your career at Y!, I ask that you don’t lose sight of greatness. Remember what you are capable of and continue to make me proud.

Thank you for your loyalty, passion, dedication, and collaboration. The finish line is only the beginning of a new race.

-MK

Yahoo turned in a meh third quarter, which came as no surprise to anyone. But none of it matters, since all eyes were on what new Yahoo CEO Marissa Mayer would say on the investor call today.

Here we go! It is Mayer’s first outing as a public company CEO. She’s been an exec at Google her whole career and, while she has been a prominent public figure in Silicon Valley, she has never run the whole show herself.

Until today, that is!

2:01 pm: Finally, we are hearing from Mayer, who arrived from Google in July.

She is “thrilled to be at Yahoo” and the first 100 days at the company have been a lot of fun.

She’s apparently been a fan since her undergraduate days at Stanford University.

Finally, she tries to answer the big question: “Why did I in particular come to Yahoo?”

Why, indeed, given she and others at Google have spent those years since college putting Yahoo directly into the ground. (Did you know Yahoo gave Google its first big search break, a deal engineered by Mayer and others?)

But, says Mayer, Yahoo is “tailor-made for me,” ticking off arenas such as “search, mail, advertising, home page.”

It’s what she built her career on, apparently — yes, in kicking Yahoo’s behind — but now she wants to help the troubled Silicon Valley Internet giant “grow and help redefine” itself.

Still, she stresses, trying to buy as much time as possible from investors: “It will take multiple years to get to where I want the company to be.”

2:08 pm: Mayer, of course, touts her Apple iPhone-and-free-food spending to make the life of Yahoos better (and on parity with the rest of the digital sector).

To be fair, given the past two CEOs, anyone who did not come in and kick the employees where it counts was going to get some claps.

Mayer’s goals are “simple,” she says, “to execute fast, attract the best talent and make Yahoo the best place to work.”

She says she has assembled a stellar world class exec team to accomplish that.

2:11 pm: Now we get to meet one of that team and a Yahoo newbie — CFO Ken Goldman (pictured here). It’s his first day.

He repeats the results that Yahoo has already put in its press release, which is why I usually zone out here and focus on superficial stuff.

Like how much he sounds like former and ousted Yahoo CEO Scott Thompson. Eek!

Goldman touts Yahoo’s recent Alibaba Group deal in China (done not by Goldman, but by outgoing — jacked by Mayer, really — CFO Tim Morse) and notes a $765 million credit facility that Yahoo apparently got this month.

That’s more dough to add to Mayer’s ever-growing pile to spend on fixing Yahoo.

2:23 pm: Mayer is back — Goldman is nice enough, but everyone wants to hear from the former Google wunderkind.

She makes an obvious statement: Yahoo has to “grow at the same pace as the market we are in.” Yep. Yahoo’s growth has been practically non-existent, while the industry has seen robust increases for years.

Mayer is now hitting all the high points on what needs to be fixed.

Search, communications, a desperate need to invest in mobile. “Our top priority is a focused, coherent” mobile strategy, she says. It’s everybody and their mother’s top priority in the Internet space, but it’s gotta be said.

So Mayer says it again: “Yahoo will have to be a predominantly mobile company.”

She also name-checks “delighting users,” improving advertising and personalization.

2:27 pm: She also underscores that Yahoo will now hold onto its ad tech business.

“No one wants Yahoo to grow more than the people who work here,” says Mayer, who says she is going back to Yahoo’s roots. “We believe Yahoo’s best days lie ahead … and we intend to win.”

It sounds very good, but Mayer has been relatively unspecific overall.

Now to Q&A to see if she will drill down more.

2:30 pm: The first question is about Mayer’s vision as compared to others.

Apparently, it does not mean a “pivot” into different and new businesses. It does mean improving what Yahoo has done well.

“I don’t think this is a situation where there’s a giant pivot and we go into a completely different business,” Mayer says flatly. In other words, no string of Yahoo diners in the offing.

In addition, Mayer says that Yahoo occupies a unique spot that does not put it into “channel conflict” with other rivals and, presumably, can be a better partners.

Also asked about search versus display, she’ll take both, but found display “more compelling.”

The next question is about international markets and the local ones.

Growth, says Mayer, although Yahoo will be narrowing the offerings to be more compelling.

She refers to the recent closing of Yahoo operations in Korea. “We had a very hard time finding a growth story moving forward,” says Mayer.

As to local, which Mayer worked on at Google right before she left, Yahoo’s efforts are merely “good” and it’s not slated for investment going forward.

The next question is about metrics to judge progress. Yahoo left out user numbers it has usually provided in the past and Mayer is not giving up any data now either.

Instead, she is going to rely on internal data and not use third-party data any longer. (It makes some sense since the numbers have been not so pretty over time.)

2:37 pm: Mayer did not want to go into acquisition strategy, which came in a question about its giant pile of dough.

No billion-dollar buys for her, she claims, so cancel that Tesla order for Foursquare, Dennis Crowley!

Mayer noted that most acquisitions will be smaller scale and under $100 million. She noted she had done about 20 of those in her career at Google.

A question about Microsoft.

While there has been “disappointment,” Mayer says the goal is to work with the software giant. In other words, she’s not calling her old pals at Google quite yet (she hasn’t yet, in fact).

The next question is about mobile, with Mayer noting once again that the company has to be primarily mobile-focused going forward.

She’s going to hire as many mobile peeps as possible, especially via smaller-scale acquisitions.

2:44 pm: Goldman gets a little awkward in noting that his young-adult kids think Yahoo is all happening. Hmm, I suppose since he comes from the deservedly defunct Excite@Home and the successful but security-dull Fortinet, that makes sense.

In fact, getting back the young folks is one of Mayer’s top challenges.

A very good question — these are all good ones on the call — is how Yahoo can compete without a mobile operating system, such as Google Android and Amazon Kindle and Apple iOS.

Mayer notes that Yahoo has compelling content that others do not.

Another question on search and, specifically, on mobile search.

Mayer is unspecific, except to note that Yahoo has the ability to be pertinent and competitive.

She is a little more clear on the issues with the Microsoft Bing search relationship. Mayer does know this stuff well, and it is clear there is some serious low-hanging fruit to be plucked by someone who knows what they are doing.

Mayer knows search, to be sure, so I am thinking she will make some bank here.

A question about “overmonetizing” the Yahoo site — i.e. cluttering it up with icky ad units that drive consumers nuts.

Mayer notes that cutbacks in ads to improve user experience will only be done to increase traffic, which is a dicey proposition as it can also kill revenue.

A question about content and where that us going.

Mayer touts the Olympics programming — hat tip to former interim CEO Ross Levinsohn — as something unique to Yahoo. Interestingly, the media folks at Yahoo are still wary of pro-engineering Mayer.

2:55 pm: Another question about her interest in content and investment focus in ad tech.

“I am very product focused,” says Mayer, who uses the term “low latency,” a term that no media person ever would use as a hallmark of success.

She is much more comfy talking tech and that’s an area she knows better. Still, she says little about possible investments.

Mayer is then asked about goals for growth at Yahoo. She does not just want to grow at industry rate, but beyond that! But she’ll take industry rate for now (actually, that would be a huge accomplishment).

Goldman says little on the stock buyback, using the Alibaba dough, except they are buying.

3:01 pm: There are a lot of questions today for Mayer — which is no surprise — but now they are beginning to repeat.

(Plus, I have LOLcat’s Ben Huh waiting for me in the ATD Global HQ lobby — and you all know how I feel about them cats!)

Ah, the last question: It’s about data and personalization and what’s been lacking at Yahoo in not taking advantage about the pile of data it has about .

Yes, that should happen and it will under the regime of Marissa Mayer.

Mayer ends by noting, “It’s time for Yahoo to execute and bring our results back to growth.”

So it is written, so it shall be done.

Yahoo is nothing if not consistent, turning in yet another weak quarter that met weak expectations from investors.

The 98-pound weakling is still weak!

In the third quarter, the Silicon Valley Internet giant had $1.089 billion in revenue, a hair above expectations and just two percent higher than a year ago. (Please note that competitors, such as Google and even Facebook, are growing revenue like gangbusters.)

Profits were also weak, despite an apparent pop from a gain from its sale of some of the shares it holds in China’s Alibaba Group. But let’s focus on operations, people, which are the real numbers to gauge. As Yahoo noted: “On a GAAP basis, income from operations decreased 14 percent to $152 million in the third quarter of 2012, compared to $177 million in the third quarter of 2011.”

Minus traffic acquisition costs, display revenue was down to $451.6 million, compared to consensus estimates of $484 million; search revenue was up only a tiny bit to $414.1 million (consensus was $411 million).

Interestingly, Yahoo left out detailed information it has usually provides about engagement and other user metrics. Let me take a big guess: The numbers are simply not impressive, or else they would have been touted.

Also left out was any guidance going forward — new CFO Ken Goldman just came on today, so that’s no surprise. Guess it’s time to throw out the trash, as they say in politics!

But here’s an interesting factoid in the press release: “In October 2012, Yahoo! entered into a 364-day, $750 million unsecured revolving credit facility. The facility is currently undrawn and is expected to be used for general corporate purposes.”

More available cash to go with the pile of cash that Yahoo has already piled up for purposes unclear right now.

To be clear, this meh quarter does not matter at all — with Yahoo getting a financial equivalent of a hall pass for these results — as investors look to hear from new CEO Marissa Mayer about her plans to make all the bad go away. Until she charts a course and sets out on it, it is likely that no one is going to blame her for Yahoo’s past woes.

As Mayer said in a statement today: “Yahoo! had a solid third quarter, and we are encouraged by the stabilization in search and display revenue. We’re taking important steps to position Yahoo! for long-term success, and we’re confident that our focus on quality and improving the user experience will drive increased value for our advertisers, partners and shareholders.”

Everyone is looking forward to hearing how, which the former Google exec will presumably explain in more detail on a conference call with Wall Street analysts — her first as a public company CEO — at 2 pm PT. Tune in for my live blog.

Until then, here are Yahoo’s Q3 slides to peruse:

YHOO_Q312EarningsPresentation_FINAL

Yahoo could announce in the coming week what it plans to do with the billions of dollars it recently garnered after closing the sale of a portion of its stake in China’s Alibaba, according to sources close to the situation.

As AllThingsD has previously reported, the company is most likely to do a share buyback with the $3.65 billion, a move that could boost its still-lackluster stock.

That’s what happened when AOL did one in late June after it got a pile of cash from hawking its patent assets. Its shares are up more than 25 percent for those last three months, while Yahoo’s have gone up less than one percent in the same time frame.

When it announced the completion of the deal in mid-September, Yahoo said that it would hand over 85 percent of the after-tax proceeds to shareholders. (The Silicon Valley Internet giant will keep about $650 million for its own use.)

At the time of the transaction, a Yahoo spokeswoman said that the company declined to give any specifics around the form of return. The company could also, for example, decide to give investors a dividend, too, although Yahoo has long explicitly favored stock buybacks.

“The form and timing of returning proceeds will be determined by the board and management, taking into consideration the best interests of the company and its shareholders,” said the Yahoo flack.

Speaking of flak, new CEO Marissa Mayer tried to give some to tech journalists, some of whom have been giving her a bit of a hard time of late for showing signs of potentially being too spendy.

In a memo to staff announcing the date of its employee holiday party — it’ll be on December 1 on Pier 48 in San Francisco — Mayer took issue with a particular report from Business Insider about how she tussled over costs with departing CFO Tim Morse, whom she ousted last week.

Business Insider claimed that included her taking the price of the holiday shindig from $100,000 to $3 million, due in part to a change in venue location.

Mayer begged to differ, noting in the internal memo that the event would not bust the bank and still be tons of fun:

“Building on the theme of tech reporters not being great with math or numbers, rumors of this year’s party budget have been greatly exaggerated.”

(Is there actual time for tech reporters being math-impaired to become a theme that’s being built upon at Yahoo? I thought Mayer said the company would be building innovative products.)

But since we in the media are apparently dunces, I suppose we’ll just have to rely on Yahoo’s own numbers from its last quarter — which I embedded below — to tell the tale of continuous troubling declines in search queries and page views, declines in minutes spent on its media properties, declines in growth of unique visitors and flat-as-a-sugar-cookie growth in revenue.

Or, as Mae West famously said in the most delightful math quote ever: “A man has one hundred dollars and you leave him with two dollars. That’s subtraction.”

So is this Q2 financial performance at Yahoo — which is certainly not Mayer’s fault since she just arrived, but will be her responsibility to fix going forward:

YHOO_Q212EarningsPresentation

As most readers know, I love a good internal memo from Yahoo — and now I have landed a really meaty one.

It’s the “Yahoo! Three-Year Product Strategy” plan, a 21-page report that was completed in mid-2011 by a team headed by former product head Blake Irving.

While it is a year old — and five CEOs ago (no, really) — it’s an important read since it tracks closely to the strategic vision that Yahoo’s latest CEO Marissa Mayer discussed earlier this week at an all-hands employee meeting and, according to sources, is very similar to one she seems to be pursuing.

That includes a focus on personalization, mobile, social, improving Yahoo’s advertising tech platforms and more.

And here’s the centerpiece of goals — called “Five Strategic Elements” — from the Irving memo:

1. Infuse deep personalization using science and data into every consumer and advertising experience we build.

2. Delight our customers with best-in-class products, iterating frequently for constant improvement.

3. Build for connected devices first with localized, in-context, multi-screen experiences in mind.

4. Power real social relationships with features that enable 1:few conversations around content.

5. Build a digital media ecosystem that creates a premium marketplace for advertising and content and distributes Yahoo! experiences across the Web.

Sound familiar?

In fact, at the event’s Q&A part yesterday, one staffer specifically pointed out that her broad presentation to employees sounded a lot like the one Irving had proposed the year before.

Since that was never truly implemented, due to never-ending management crises, the obvious question was asked: “Why would things be different this time?”

Mayer answered that the execution against that strategy wasn’t good and she would have a better model to pull it off.

The memo, embedded in its entirety below, is really instructive to use as a possible roadmap, outlining Yahoo’s challenges, as well as the competitive landscape.

Noted the report, quite clearly: “Yahoo! does not have an audience problem, as we are growing on pace with the Internet. Yahoo! does, however, have an engagement problem, as our share of time spent is flat, relative to our competitors.”

It’s aim is to fix that by building the “One Yahoo! experience, in which each of our current and future products fortifies the whole.”

Easier said than done, especially in building up its ad tech business, as the report adds, zeroing in on its most potent rival:

“To defend and grow our share of the premium advertising market, Yahoo! must continue investing to reach parity where necessary and achieve sustainable differentiation against Google with our premium marketplace and technology stack.”

There’s a lot more than that, so dig in to the document, which suggest a whole lot of spending to turn around Yahoo.

Since Mayer is well on her way in that department — including bouncing CFO Tim Morse, who was very bottom-line wary — more on that, next!

You must now download the full report here, which was removed from DocStoc here after a takedown request from Yahoo’s lawyers.

Marissa Mayer, in a move that was not unexpected, has replaced Yahoo CFO Tim Morse with longtime software-focused financial exec Ken Goldman.

When she bounced Yahoo’s longtime HR exec David Windley in August, just a month into her tenure, I noted:

“Several sources at the company said that they expect Mayer to replace almost the entire current executive team, from its CFO Tim Morse on down.”

Thus: Check, please!

Morse’s departure is part of a major house-cleaning by Mayer of many longtime Yahoo execs that she had not hired herself.

Besides Morse and Windley, many others have hit the road, including former interim CEO and media head Ross Levinsohn, CMO Mollie Spillman, U.S. sales head Wayne Powers and former strategy exec Jim Heckman.

(In fact, if I were a senior Yahoo exec B.M.M. — Before Marissa Mayer — I would be doing a resume refresh about now.)

Sources said she has been looking for a replacement for Morse since she arrived, seeking to put in place her own execs.

That would be Goldman, along with several other recent hires. He comes from Fortinet, a provider of threat management technologies. He has some consumer Internet experience, having previously worked at one of Web 1.0’s most exquisite disasters, Excite@Home.

Morse, who was hired in mid-2009 by ousted CEO Carol Bartz, had served — including as interim CEO — through a number of major crises at Yahoo.

(On a personal note, Morse has always been a polite, affable and stand-up guy in my dealings with him, even in some very dicey moments and though I most definitely had to have been very irritating to the buttoned-up exec.)

Sources said Morse had been trying to leave the company for some time now, but wanted to get through its board meeting last week before departing. He has been talking recently to a number of companies about moving there.

That’s no surprise, since sources also said that Mayer had been increasingly sidelining Morse — who had previously been a key player in decision-making at Yahoo — when making a series of decisions about Yahoo’s future.

For example, he was not heavily involved in the recent strategic presentation that she unveiled in very broad strokes to Yahoo employees today.

Here’s Yahoo’s official press release on the CFO switcheroo:

Yahoo! Names Ken Goldman as Chief Financial Officer

SUNNYVALE, Calif. – Yahoo! Inc. (NASDAQ: YHOO) today announced that Ken Goldman will join the company as chief financial officer (CFO), effective Oct. 22. In this role, he will be responsible for Yahoo!’s global finance functions including financial planning and analysis, controllership, tax, treasury, and investor relations. Goldman will report directly to Yahoo! CEO Marissa Mayer.

“Ken is one of the most accomplished and respected financial executives in the technology industry having served as a CFO for more than 25 years, and we’re thrilled to have him join Yahoo!,” said Mayer. “His track record leading the financial strategy and stewardship of many successful public and private companies makes him an ideal choice for Yahoo! as we enter our next phase of growth.”

“Yahoo! is an iconic brand with an incredibly strong business model and balance sheet,” said Goldman. “I believe there is a lot of runway ahead for this business, and I look forward to working with Marissa and the rest of the executive team as we define Yahoo!’s future.”

Goldman brings more than 30 years of experience in financial, operational and business management. He joins Yahoo! from Fortinet, a provider of threat management technologies, where he served as CFO. Prior to Fortinet, Goldman spent nearly six years as senior vice president of finance and administration and CFO of Siebel Systems, until the company’s acquisition by Oracle Corp. in January 2006. He has held CFO positions at Excite@Home, Sybase, Cypress Semiconductor and VLSI Technology.

Goldman has served as a director on several public and private sector boards and has been named among “America’s 15 Most Connected Capitalists” by Forbes magazine.

Goldman succeeds Yahoo! CFO Tim Morse, who has been with the company since June 2009. Morse will leave the company later this fall.

“Tim has been a trusted leader for Yahoo! over the past three years and has expertly guided the company through some key periods as well as our most important strategic deals,” added Mayer. “I’ve personally relied on Tim’s knowledge and leadership in my first few months at Yahoo!. I know I speak for everyone in wishing him the best.”

According to sources close to the situation, Yahoo will officially close the multi-billion-dollar sale of half its assets in China’s Alibaba Group in one week.

Sources said the deal is set to be announced next Wednesday, in which the Chinese Internet giant will pay the Silicon Valley company $7.6 billion to buy back 20 percent of Alibaba. Yahoo still owns another 20 percent.

Yahoo will get $7.1 billion in the transaction, as well as a $550 million payment related to the ending of licensing fees that Alibaba has paid annually to Yahoo.

It’s a huge return from when Yahoo co-founder Jerry Yang led a $1 billion investment in the then-fledgling Alibaba seven years ago, with a belief in its CEO and co-founder Jack Ma.

But once-cordial relations between the companies became tense in the ensuing years, as Ma sought to lessen Yahoo’s 40 percent ownership.

After many public kerfuffles, Yahoo finally agreed earlier this year to sell half its stake. It still holds 20 percent, which could eventually reap even larger returns once the fast-growing Alibaba goes public in several years. Yahoo is required to sell 10 percent at that IPO and must sell the rest after that.

Still, Yahoo is getting a pile of money now. After taxes, that gives new CEO Marissa Mayer about $4.5 billion to use in some as yet undetermined way. But it will most likely be for a series of acquisitions to try to reinvigorate the long-troubled company.

Yahoo’s board and later its CFO Tim Morse had promised to return the money to shareholders by way of a stock buyback. But, last month — in a move that quickly depressed Yahoo’s shares and angered major investors — the company filed a statement saying that Mayer was reevaluating that move and could keep the money for other strategic reasons.

Given what a huge windfall it is getting, it will be interesting to see if the board of Yahoo — which is meeting next week, sources said — will choose to return a portion of the Alibaba money to shareholders. A recent similar move by AOL — using money it got from selling patents — was partially the reason for the recent run-up in its stock.

Yahoo could also presumably also give a special dividend to shareholders, but that is less likely.

That will be the question once Yahoo gets its cash in the kitty, which is no small feat.

The complicated transaction spans the globe, given the size of the borrowing — $8 billion, which will value Alibaba at $43 billion — that the company is doing to regain some control from Yahoo. The deal includes debt, as well as the sale of both convertible preferred and common shares, and includes a wide range of players.

That includes current investors, such as Silver Lake, DST Global and Singapore’s Temasek Holdings, as well as many others.

“This is a lot of money flying around the world to complete this,” said one person close to the situation.

Speaking of more money, it’s still unclear where Yahoo is in its long and very drawn out negotiations with its other Asian partner, SoftBank, over selling its stake in Yahoo! Japan.

Sources said the deal was proceeding well right before Mayer was hired, but that she slowed down the talks to reevaluate the prices being discussed. Since then, shares in Yahoo! Japan have appreciated strongly, while shares in Yahoo itself have lagged.

It’s a good thing that Yahoo has both its Asian assets — the value of them now makes up most of the company’s valuation.

Until, of course, Mayer figures out a way to turn the money Yahoo is getting into more gold.

An Alibaba spokesman declined to comment and Yahoo’s PR spokeswoman never speaks as per usual.

At the the Silicon Valley Internet giant’s weekly Friday FYI staff meeting, Mayer told the crowd that Yahoo co-founder David Filo (pictured here) would be reporting directly to her — which I previously suggested would happen — and also that longtime legal exec Ron Bell would become permanent general counsel.

Filo has been an important part of Mayer’s arrival at Yahoo, and was a critical ally in her first days, emerging as a vocal supporter of her appointment from the start.

The typically retiring and taciturn product guru actually gave a quote in a press release, and did interviews when Mayer was hired.

Moving Filo close to her is an important morale booster, because while the founders of Yahoo have their definite ups and downs, as I have previously noted, the heart of the company is still with both Filo and also co-founder Jerry Yang.

Interestingly, he’s actually been reporting for years to a variety of product and tech execs, despite owning more than 6 percent of Yahoo.

The elevation of Bell (pictured here), who was No. 2 to former GC Mike Callahan, is an interesting move. Having been at Yahoo since 1999, after working at Apple, the veteran lawyer played an important role in waging the Facebook patent litigation.

He was named interim GC after Callahan left in late June, by then-interim CEO Ross Levinsohn.

Levinsohn left at the end of July.

We’ll see who else will leave Yahoo this week and next — the fates of a wide range of top execs are in the mix, from CFO Tim Morse to media head Mickie Rosen to sales chief Michael Barrett.

Mayer has been trying to recruit her former Google staffer Katie Jacobs Stanton from Twitter for a big media job. And she has reportedly been making strong efforts to get Barrett — another former advertising exec at the search giant — to stay.

We’ll see about it all soon enough, and also what will happen to Yahoo shares this week.

The stock got pummeled last week, down more than 5 percent on Friday to close at $15.15, after the company revealed in a regulatory filing that there might be a change of plans for the more than $4 billion from the sale of its Alibaba Group stake.

Both Yahoo and one of its biggest shareholders and a director, Dan Loeb of Third Point, had previously said the money would likely be used for a stock buyback, or even a dividend.

Even though Loeb let it leak that he was A-okay with it all, to assuage other angry investors, Mayer will now need to come up with a solid plan for the dough, which could include some acquisitions.

And it might help if she could also perhaps finally land the long-troubled deal to get many more billions from its stake in Yahoo Japan.

While those negotiations have had their ups and downs, it was close to being struck in the summer. But sources said there are still apparently valuation differences.

(I would add comment or no comment from Yahoo, as I do with every other company I cover. But after numerous emails, I am still waiting to hear back from the company’s PR spokeswoman, whom I am sure has just been super busy.)

David Windley

As I reported earlier today, new Yahoo CEO Marissa Mayer is shaking up the human resources unit at the company.

Consider it shook and definitely not stirred: Leaving the company, by mutual agreement, is its longtime head David Windley, several sources said.

Also out is his No. 2 exec, several sources said, talent acquisition head Grant Bassett. Both have been replaced by another Yahoo HR exec Kristen Robinson on interim basis. (In another big HR departure, international head Marc Ketzel just left for a top HR job at Samsung.)

Windley’s tenure has included a huge brain drain at the Silicon Valley Internet giant and a series of layoffs at Yahoo, as well as an ongoing musical-chair series of top leaders.

Yahoo, keeping with a spanking new policy of non-communication, has not returned an email seeking comment.

Windley’s leaving comes as exactly no surprise, since Mayer has arrived and taken control of its culture and recruiting, which have basically boiled down to making a Yahoo version of the search giant. Before taking the top job at Yahoo, Mayer worked at Google for her entire career.

As I wrote earlier: “While free food and better swag have attracted attention, Mayer has also plunged into the recruiting arena aggressively. She is now reviewing all new hires personally — another steal, um, borrow, from Google — and has also begun to require a much more stringent set of standards.

That has included the requirement of the addition of solid college grade-point averages and a preference for higher-level educational institutions for incoming resumes.”

Windley follows former interim CEO Ross Levinsohn out the door as Mayer begins her house-cleaning of the current crop of exec at Yahoo, while searching her her own team.

Mayer is reaching out to a number of execs outside the company, including Twitter exec Katie Stanton, as well as perusing at a series of start-ups to bring new people into the company.

She has made two hires of mid-level execs from Google — both of whom have been described to me as longtime Mayer loyalists. But she has still to pull in a big name or deeply experienced exec to her team.

We’ll be watching for that, of course, as well as who’s next to go in this game of “10 Little Yahoos.” Several sources at the company said that they expect Mayer to replace almost the entire current executive team, from its CFO Tim Morse on down.

After former interim CEO Ross Levinsohn departed Yahoo earlier this week, I noted that it was only a matter of time before more execs headed out the door with the changeover to new leader and former Googler Marissa Mayer.

So it is written, so it shall be done, it seems, with two significant departures from the company this week — with one tech exec going to Apple and another product exec headed to an interesting new online education initiative.

According to several sources, Adam Bechtel — who has been the VP of infrastructure at Yahoo — will be leaving for an unspecified job at Apple.

At Yahoo, Bechtel was essentially the No. 2 exec under tech, platform and ops head David Dibble, and had purview over its data centers, network, systems, storage and edge technologies. He joined Yahoo almost a decade ago, via its acquisition of Inktomi.

Also out the Yahoo door is Jonathan Katzman, a product ace who was part of the social efforts across Yahoo, led by Mike Kerns. He was on the Kerns team that drove its most notably successful product in a while, Social Bar, which has become one of the most popular apps for sharing on Facebook.

Katzman came to Yahoo after its acquired Xoopit — an email-focused sharing product — in 2009. He’s headed to be chief product officer at the Minerva Project, which is attempting to build the next top-tier university online.

There have been many other departures of less-well-known execs at Yahoo, several sources said, mostly due to fatigue over the number of management changes at the company. Most recently, that includes sales exec Marc Grabowski, who left without other plans.

“It’s not Mayer’s fault, but some of us are just done,” said one person who is leaving. “A lot of us just can’t take another restructuring.”

That said, a large number of others who had been contemplating leaving Yahoo are now in a wait-and-see mode regarding what their new CEO will do and who she will pick to help her turn it around.

Among current top execs, that has prompted who-will-stay-and-who-will-go guessing games internally, with Mayer grilling staff up and down the organization to get a better lay of the rocky land.

Perhaps the most insecure in their status are the top employees on the media and sales side of Yahoo, who were aligned with Levinsohn and his vision of the company as a content-centric business. Those to watch include strategy exec Jim Heckman, sales head Michael Barrett, and media head Mickie Rosen, among others.

Also, intriguingly still in the mix: Former Americas ad sales head Rich Riley, who is apparently still with the company, despite a June declaration to move on after some months. (Things change fast at Yahoo!)

On the tech and product side, it will be interesting to see if Mayer will promote from within its ranks — such as elevating Shashi Seth, SVP of Yahoo’s connections business. Other execs who could move in this arena are Dibble, and also Mark Morrissey, who now works for Dibble as head of engineering operations.

Of course, there are the other parts of Yahoo that Mayer also now has responsibility for, such as legal, marketing, finance and HR. The execs to monitor there include CFO Tim Morse, HR head David Windley, and marketing chief Mollie Spilman.

Longtime Yahoo legal head Mike Callahan left the company before Mayer’s arrival, so that job has been given to Ron Bell — Hi there, Ron, be nice! — on an interim basis. But look for movement there too.

Much speculation is also centering on what tech stars Mayer might bring in from Google or from elsewhere, including via acquisition.

She’ll need a lot of firepower, of course, to turn the company around, and has told various execs that she expects to make a lot of talent hires to get Yahoo back to producing at more innovative levels.

As I reported earlier today, she has got one already — former Google PR exec Anne Espiritu is now moving over to corporate communications at Yahoo. At the same time, Mayer abruptly let Yahoo’s most recent PR spokeswoman, Dana Lengeek, go.

Expect Mayer to continue to pull from Google, which is chock-full of talent and where she had a coterie of favorites, some of whom are there and some of whom have moved on. Those mentioned as possible hires still at Google include shopping exec Samir Samat and social-networking-famous (and fantastic) Orkut Büyükkökten.

But many of Mayer’s close colleagues have left Google already and are ensconced in important jobs, including: Dylan Casey, who is now director of product management at Path; PR exec Gabe Stricker, who runs communications for Twitter; Craig Silverstein, now at the Khan Academy; and Ben Ling, who is currently COO of the Badoo “meeting network.”

Mayer also reportedly holds former Googler, FriendFeeder and Facebooker Bret Taylor in very high regard. But the entrepreneur — exactly the kind of tech powerhouse she needs to bring into Yahoo and soon — is now in the midst of creating a new start-up.

When I pinged Taylor today about whether he’d consider taking up a challenge such as Yahoo, he texted back:

“No, definitely still starting my own company, despite the fact that I am a big fan of Marissa.”

It’s a nice compliment, and Mayer’s got a lot of people rooting for her, of course — the real trick will be to turn some of the strongest ones into Yahoos.

Let’s begin by saying it is not new Yahoo CEO Marissa Mayer’s fault that the stock of the company has done a whole lot of nothing since the announcement of her appointment Monday.

After all, she just arrived.

But despite a lot of huzzahs from Wall Street over the solid choice of the high-profile former Google exec — which was being hailed by some as the answer to all of the Silicon Valley Internet giant’s woes — Yahoo shares still closed down yesterday slightly, and continued to fizz in after-hours trading.

Message from investors: Exciting choice, but you still need to prove that there is some light at the end of what has been a very, very long and pitch-dark tunnel for Yahoo.

It’s easy to see why, if you take a serious gander at the second-quarter results Yahoo released – in living color below — yesterday. They show a company that faces very serious and perhaps overwhelming problems that even a superhero CEO choice will find difficult to overcome.

Year-over-year growth of its global properties nearly flat, compared to an 13 to 15 percent rise a year ago; U.S. core search queries down 17 percent; minutes spent on its media properties down 10 percent; flat revenue touted as a good thing, since it was not down, at least.

Not down is the new up? In the land of Yahoo, it is indeed.

As Doug Anmuth of J.P. Morgan noted perfectly in a post-earnings note about the challenges the new CEO faces:

“This will be Marissa Mayer’s task going forward with her strong focus on product innovation and the user experience, but we continue to believe it will be difficult to turn Yahoo! around given mostly deteriorating engagement metrics, structural headwinds in the display space, shrinking search share, and limited mobile traction in the U.S.”

One bright spot is the $2.4 billion in cash that Yahoo has salted away, money that Mayer can presumably go hog wild with to bring in a spate of potentially invigorating start-ups and entrepreneurs, making Yahoo fast friends all over tech.

There is nothing like spreading around a lot of dough to make yourself popular again! And VCs become your BFFs!

That’ll come soon enough, but Mayer started just yesterday at Yahoo, and wisely bowed out of its analyst earnings call, with the company’s CFO Tim Morse noting that she needed to get up to speed on the state of the company before speaking out.

She needs to move fast, since sources said the signs for the third quarter are not promising, either, with Yahoo declining to provide guidance until Mayer can get a handle on the overall trends.

A handle that will take, it seems from the numbers below, a decidedly kung-fu grip:

YHOO_Q212EarningsPresentation

Today, Yahoo reported fair to middling — although still predictably unspectacular — second-quarter earnings earlier today.

Now it’s time for its financial call with Wall Street analysts, which most notably will not include its spanking new CEO Marissa Mayer.

Giant, prolonged sigh, but not entirely unexpected, since she just got to the Silicon Valley Internet giant today. Of course, that did not stop former CEO Carol Bartz from hopping on right after she was hired and cussing up a storm.

That did not end so well for Bartz, so perhaps Mayer has already made one good decision. Minimize, minimize, minimize expectations!

Here we go:

2:04 pm: The call starts off with the tireless CFO Tim Morse, telling people that he was very excited about the new CEO, but that he could not talk about it much.

Bummer!

But there was a message from Marissa Mayer, though: She cares about investors and you will be hearing from her soon!

2:06 pm: Morse, the numbers guy goes right into the script reciting the meh numbers, which boil down to the fact that earnings were better than expected on lackluster revenue growth.

Getting that up will be Job #1 for the missing Mayer — you just know she is sitting at the table right now — who will have to pull some major rabbits out of the hat to get Yahoo back into the conversation.

That would be the good conversation — about how it is innovative — and not about the bad conversation about what a management goat rodeo it has been for far too long.

2:09 pm: Morse is still repeating what you could read in the press release.

But ho! Morse notes that the problems with Microsoft and its search partnership still has not gotten better and thank goodness for that guarantee. This one’s on the software giant, but it is still not good.

2:13 pm: Morse notes there will be no guidance until Mayer gets up to speed on the situation at Yahoo.

Let me give you the Cliff Notes version, Marissa: Revenue growth flat. Employee morale weak. Product innovation non-existent. Mobile — don’t make me cry. But you do have a video deal with Tom Hanks called “Electric City” that is launching today!

Yay! Except you are now not a media company now that former interim CEO Ross Levinsohn has gotten jacked.

But the Olympics are coming, as are the U.S. elections, so you might want to hold onto that media excellence at Yahoo for a little while longer.

2:17 pm: Morse finishes up the non-news script and we move into the Q&A.

He warns: No Marissa queries!

The Wall Street analysts behave on cue — they never fail me on not asking the tough questions — and ask about the weakness in advertising pricing rates.

Morse talks about weakness in Europe, but gives a non-answer.

2:18 pm: Next a question about the stock buyback that Yahoo announced to get its shares back up to speed, using money from its partial sale of its Alibaba assets.

It’s not working yet, given the stock has remained flat since forever.

A question on the advertising softness and comments on revenue per search. Good one!

Headwinds from broadband advertising! “We’ll have to live through it,” says Morse, which means when crappy comparisons will return to make the revenue fall-off seem less worse.

Onto declining engagement and declining search revenue. And a good query about what to do about Microsoft?

Perhaps another partner, like Google, to replace it? Actually, until Mayer was appointed yesterday, Yahoo execs were in talks with the search giant about various partnerships.

That’s presumably on hold for now, but we’ll see.

Yahoo has about nine months until the Microsoft guarantee falls off the cliff and Morse notes there is an out.

Tasty!

2:25 pm: I’ll be honest — I am getting hugely bored hearing non-news about yet another unremarkable performance from Yahoo.

I needs me some Mayer ASAP — since she is, without a doubt, a fantastic character for Yahoo’s next chapter. As has been reported, it’s correct that she is not talking to me so far, but I am sure there will be plenty of material for me to work with going forward.

The next question is on mobile, which is a “big priority” for Yahoo, says Morse. Actually, it has hardly be a priority at all, despite the fact that the kids seem to love their smartphones.

Another Alibaba question, which is in all the filings. Let me break it down: Yahoo owns less, but it’s still a good investment for the future.

2:33 pm: Did I tell you I am bored. I am at the offices of Vanity Fair magazine blogging this and I am now reading a very good book they have on the shelf here titled “Vanity Fair’s Hollywood.” Does Sophia Loren ever take a bad photo? No, she does not!

Back to Yahoo! A question if Mayer will be talking before the next earnings call.

“I honestly just don’t know,” says Morse. But she is “mindful” of how much investors want to get a good gander at her.

A question on Yahoo Japan, another endless asset sale that the company has not yet completed. “There really is no update,” says Morse, blaming a valuation gap.

What a shock!

Morse is being very polite today and I like it. He’s been through the wringer at Yahoo since he got there, including a short stint as a temporary CEO.

I hope you have been taking notes, Tim!

2:39 pm: A question on Facebook and, thankfully, on the choice of Mayer. I love when someone asks a question they have been asked not to ask.

“I don’t have a whole lot of color,” says Morse, noting her “resume speaks for itself.” It is apparently safe to say, adds Morse, that Yahoo has to be good at both tech and content.

You’re kidding! I had no idea! Thanks, polite Tim!

He also said Yahoo feels good about being on a steady footing with Facebook. Last call, the comments were about how much Yahoo was going to get Facebook to pay.

Bygones!

I am back to the shelf at Vanity Fair, which is as delightfully entertaining as this call is not. Now, I am perusing the book, “Vanity Fair’s Proust Questionaire.”

Did you know Sandra Bernhardt’s motto is: “Kiss ‘em, slap ‘em, send ‘em home.”

I am considering stealing that one as my new operating policy.

I missed the question about Yahoo’s ad consortium with AOL and Microsoft. “We’re making progress,” says Morse.

Aaaaagh. But did you also know that Katie Couric’s motto is: “Nobody puts Baby in the corner.”

That is definitely my motto too if Yahoo PR does not get back to me on my 26 questions from this morning (you would think I would have gotten used to this by now!).

How I wish Mayer was not in the corner right now and we were listening to her. She talks really quickly, like a supernova, so I would love to see how analysts react to it. Not today!

Did you know Keith Richards’ motto is: “I told you I was sick.”

Now that is funny.

There are no more questions, which is unusual, and Tim politely says his goodbyes and says to be in touch any old time.

Thus, I have to have a better ending for this and it comes via Donald Trump, whose motto is: “Think big and get the job done.”

And it’s a pretty good tip for Yahoo and Mayer going forward.

As AllThingsD reported several days ago they would, Yahoo and Alibaba Group have finally reached an agreement for the Silicon Valley Internet giant to sell back half its stake in the Chinese Web company in a $7 billion deal.

The taxable shares sale agreement, which is now being approved by both boards, is part of a larger and more complex arrangement, which will also include a multibillion-dollar stock buyback by Yahoo and an eventual IPO of Alibaba.

And, perhaps most importantly, it will bring to an end what could be the longest running global cat fight in Internet history, in which the long-time partners have bickered over the terms of their relationship for years now.

It has mostly been over how they could get to the transaction they should be announcing later tonight (or morning in Hong Kong, which it is there now). While it could fall apart at the last minute, that is highly unlikely at this point.

(Update: The Yahoo board has approved the deal unanimously, said sources, so it is done done.)

(Update 2: Yahoo and Alibaba both confirmed the deal in a joint press release, which is below.)

Thus, after many failed attempts to strike a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed, the pair have finally settled on a taxable deal, which could net Yahoo upwards of $4 billion.

The transaction values Alibaba at $35 billion and is subject to a number of funding issues that could change the value of the deal.

But here is the overall situation, as I previously reported:

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

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for just $1 billion in 2005 — the company will use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while, so this could help boost shares significantly.

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

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

Although there are no plans to go public as yet, the IPO incentive revolves around several terms, including the right to buy back half the remaining stake, which expires in December of 2015. As I previously reported, Yahoo will be required to sell back half of the 20 percent remaining stake upon IPO and the other half after that if Alibaba goes public in the time frame agreed to.

Lastly, the Alibaba voting rights for both Yahoo and SoftBank are much diminished in the new deal, according to sources, to under 50 percent.

Translation: Alibaba CEO Jack Ma is now in the driver’s seat completely.

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

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

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

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

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

He owns almost 6 percent of Yahoo.

The final decision to approve the deal was in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It met to decide on the deal this weekend.

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

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

It also puts Yahoo in a unique situation, in which it must sink or swim more largely based on the value of its troubled core business.

That could mean a lot of things, including the eventual sale of the company, whose most lucrative asset recently — its Alibaba holding — will matter much less.

As soon as I get the press release, I will post it here, but no one is commenting, despite the inevitable happy ending to this long-running story.

And here’s the press release, finally:

Yahoo! and Alibaba Reach Agreement on Comprehensive Plan for Alibaba Stake Agreement Realizes Significant Value, Immediate Liquidity and Path to Future Monetization

Yahoo! Board Increases Share Repurchase Plan by US$5 Billion

May 20, 2012 — Sunnyvale, California and Hangzhou, China – Yahoo! Inc. (NASDAQ: YHOO) and Alibaba Group Holding Limited today announced they have entered into a definitive agreement for a staged and comprehensive value realization plan for Yahoo!’s stake in Alibaba.

The first step is the repurchase by Alibaba of up to one-half of Yahoo!’s stake, or approximately 20% of Alibaba’s fully-diluted shares. The purchase price will be based on a valuation of Alibaba to be established through equity financings that Alibaba intends to undertake to finance the transaction, subject to a floor valuation of approximately US$35 billion. The agreement includes substantial financial incentives for Alibaba to raise the additional equity at a valuation higher than US$35 billion. At the minimum price and assuming the initial repurchase of the full 20% stake, Yahoo! would receive from Alibaba consideration of approximately US$7.1 billion, composed of at least US$6.3 billion in cash proceeds and up to US$800 million in newly-issued Alibaba preferred stock.

The agreement also establishes a framework for Yahoo! to monetize its remaining interest in Alibaba in stages. First, at the time of an initial public offering (IPO) of Alibaba in the future, Alibaba will be required either to repurchase one-quarter of Yahoo!’s current stake at the IPO price or allow Yahoo! to sell those shares in the IPO. Second, following such an IPO, Yahoo! has registration rights and rights to marketing support from Alibaba to enable Yahoo! to dispose of its remaining shares, at times of Yahoo!’s choosing following a customary lock-up period.

This agreement is a result of extensive discussions between the two parties and a comprehensive review of both taxable and tax-efficient alternatives. Yahoo! and Alibaba believe this agreement to be the best path to align incentives and maximize value for shareholders of both companies and it paves the way for Alibaba to achieve future public market liquidity for all of Alibaba’s shareholders. For Yahoo!, the agreement provides for a staged exit over time, balancing near-term liquidity and return of cash to shareholders with the opportunity to participate in future value appreciation of Alibaba.

“Today’s agreement provides clarity for our shareholders on a substantial component of Yahoo!’s value and reaffirms the significance of our relationship with Alibaba,” said Ross Levinsohn, Interim CEO of Yahoo!. “We look forward to continued collaboration with the Alibaba team on business initiatives as we explore joint opportunities for growth and benefit from Alibaba’s future. I want to thank Jack Ma, Joe Tsai and the Alibaba team, as well as Tim Morse, Michael Callahan and our Yahoo! team for their dedication in achieving this successful outcome.”

“This transaction opens a new chapter in our relationship with Yahoo!,” said Jack Ma, Chairman and Chief Executive Officer of Alibaba Group. “I look forward to working with Ross Levinsohn and the Yahoo! team as Alibaba builds China’s leading e-commerce company. Yahoo!’s global audience reach will provide attractive partnership opportunities for Alibaba to explore markets outside of China. The transaction will establish a balanced ownership structure that enables Alibaba to take our business to the next level as a public company in the future.”

“We look forward to delivering the proceeds of the near-term transaction to our shareholders, and to the further enhancement of value and the additional monetization in the future that this agreement enables,” said Timothy R. Morse, Executive Vice President and Chief Financial Officer of Yahoo!.

In addition to the share repurchase, the companies have also agreed to amend their existing technology and intellectual property licensing agreement. Among other things, this amendment will result in Yahoo! granting Alibaba a transitional license to continue to operate Yahoo! China under the Yahoo! brand for up to four years, while restrictions on Yahoo!’s ability to make other investments in China will be terminated. Alibaba will make an upfront lump sum royalty payment of US$550 million to Yahoo! and continuing royalty payments for up to four years. In addition, Alibaba will license certain patents to Yahoo!. Upon closing of the repurchase transaction, the Alibaba shareholders’ agreement will be amended so that the parties’ respective rights will be commensurate with the parties’ post-closing level of ownership in Alibaba. Yahoo! will continue to be represented on Alibaba’s board of directors with the right to appoint one of four existing directors.

Yahoo! intends to return substantially all of the after-tax cash proceeds to shareholders following the closing of the transaction. While the form of the return of capital to shareholders has not yet been finalized, Yahoo!’s board has increased Yahoo!’s share buyback authorization by US $5 billion concurrently with this transaction.

The transaction is subject to customary closing conditions. Alibaba will be required to close the repurchase with respect to at least one-quarter of Yahoo!’s current stake in Alibaba regardless of the amount of financing raised, and up to one-half of Yahoo!’s current stake if it obtains the requisite financing. Alibaba intends to finance the repurchase through a combination of its own cash resources, debt, equity and equity-linked financing. The transaction is expected to close within approximately six months.

UBS Investment Bank acted as lead financial advisor to Yahoo! and Allen & Company LLC and Goldman Sachs & Co. also served as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP acted as lead legal counsel to Yahoo! and Weil, Gotshal & Manges LLP also acted as legal counsel. Munger, Tolles, & Olson LLP acted as legal counsel to the Yahoo! Board of Directors. Credit Suisse acted as lead financial advisor to Alibaba and Wachtell, Lipton, Rosen & Katz acted as lead legal counsel to Alibaba. Freshfields Bruckhaus Deringer LLP acted as counsel to Alibaba on certain financing and Hong Kong legal matters and Fenwick & West LLP acted as counsel to Alibaba on intellectual property matters.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

While he has only been CEO of Yahoo for less than five months, in the next several days Yahoo CEO Scott Thompson is facing perhaps the most critical moment of his short tenure.

According to sources with knowledge of the situation, the board of Yahoo is not likely to take long in assessing whether he will stay or if he will be let go, due to a controversy around how a non-existent computer science degree got on his bio and also in Yahoo regulatory filings.

A special committee of independent directors is now investigating the matter, including trying to assess the damage has had on Thompson’s ability to lead the Silicon Valley Internet giant.

How quickly the board moves is likely to be a sign of their intent. If within the next days, it is likely to let the former president of eBay’s PayPal payments unit go and replace him with a current company exec; if it waits longer and shows some public support of him — which the board has not done since the scandal erupted — Thompson’s chances are better that he will only be given some sort of censure.

One important task is also closely considering the impact of possible legal problems related to Thompson and others signing documents with the Securities and Exchange Commission that were not accurate.

One thing is clear from interviews with multiple sources, many members of the board have not been happy with how Thompson has handled the matter since activist shareholder Daniel Loeb of Third Point uncovered the problem a week ago.

While first tossing the borked bio as an “inadvertent error,” Thompson was then largely silent about the issue with staff, despite being in close meetings with them, which caused stress among key execs.

Then, he made a public announcement in which he apologized for only the “distraction” caused by the incident and not the error itself as some had hoped he would.

Yesterday, apparently feeling it was time to try to explain things face-to-face, Thompson made another attempt to explain what happened in two separate meetings with his direct reports and then his senior staff, apparently trying to get through to employees that he did not fake his resume nor did he give an inaccurate bio to Yahoo when he was being hired for the job earlier this year.

Thompson thought it was time — now that the board investigation was underway — to answer questions directly, said a source.

Among other things, Thompson gave a somewhat convoluted explanation that it appeared in his bio due to a misunderstanding during an interview with a headhunting firm. And that he never noticed it once it proliferated And that when an NPR interviewer asked him directly about his CS degree, he did not want to correct her in mid-discussion — although others report he said he did not hear the question fully.

Sources said Thompson — who is on the midst of initiating changes across a large and troubled organization, after laying off 2,000 employees — thought the sessions went well, that he clearly communicated that he was taking blame for the problem and its repercussions. Those sources also noted that he received support for doing so after the talks.

But, more than a dozen others I interviewed who were listening remotely — some of whom I sought out and some who contacted me directly — thought Thompson’s complex explanation was deeply problematic and that he tried to foist the blame on others rather than on himself.

Every one of these people expressed the need for him to step down to allow Yahoo to move forward.

What the board thought about the performance is still not clear, said sources, but things are coming down to two distinct scenarios.

The first is a quick parting of the ways with Thompson, within days, either for cause or via a negotiated settlement. Others at Yahoo involved with perpetuating the mistake in the bio are also at risk.

This option is perhaps the more likely at this moment, unless the scandal dissipates and employees continued rancor over the situation can be assuaged soon.

In this case, sources said, Thompson will be replaced by a current board member or a member of the top staff. When directors fired Carol Bartz last fall, CFO Tim Morse became interim CEO and he is one of the likely candidates for the job again.

The second scenario centers on needing Thompson to complete a number of complex transactions related to the sale of Yahoo’s Chinese assets and its re-negotiations with Microsoft over its troubled search partnership, among other things.

In that case, Thompson will be censured in some manner by the board and will also probably have to endure some punishment for allowing false regulatory documents to be filed by Yahoo. Others at Yahoo will also be subject to the same treatment in such an outcome.

How will it turn out?

Only board member Patti Hart has so far paid for her faulty vetting of Thompson, stepping down from the board earlier this week.

But whether she will be the only shoe to drop in what has turned out to be a bizarre wildfire that as raged across Yahoo’s troubled landscape remains to be seen.

Thus, most definitely watch this space this weekend.

RELATED POSTS:

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

As expected, activist shareholder Daniel Loeb of Third Point released a new letter on the bio controversy he set off at Yahoo, again calling for the firing of its CEO, Scott Thompson.

“It seems farcical to us that the Board will most likely spend more time deliberating over whether Mr. Thompson should be fired than it did properly vetting whether he should have been hired,” read the letter in part. “The necessary investigation into whether certain senior executives and Board Members knew of Mr. Thompson’s deceptions before hiring him should not delay decisive action over his ethical breaches.”

Loeb, who is waging a proxy fight with Yahoo over board seats he wants, also offered to work with the Yahoo board to find a new CEO if it accepted his slate of directors. In the interim, he suggested Yahoo put either CFO Tim Morse or media head Ross Levinsohn in the job. Morse had taken that position temporarily after Yahoo fired its last CEO Carol Bartz last fall.

Confused yet?

Loeb set off a management crisis there last week with the revelation that Thompson had added a fake computer science degree to his bio.

The first casualty came yesterday with the stepping down of Yahoo director Patti Hart, who was charged with vetting Thompson for the job.

The Yahoo board also announced yesterday that it would be conducting a probe of the circumstances around the hiring, as well as how the faux academic credentials got in Thompson’s bio and also the company’s regulatory filings.

The new letter was a reaction to Thompson’s apology on Monday for the borked bio becoming a “distraction” (but not, oddly, for the mistake itself). Loeb had previously called for Thompson’s firing over the bio fibbing.

Loeb will be appearing at an investor conference in Las Vegas later today, where he will surely be asked about the situation.

In related news, eBay CEO John Donahoe, Thompson’s former boss, lent words of support, but also underscored that the online commerce company’s legal filings of his bio were always correct, even if its Web site and other PR documents handed out were not. Thompson came to Yahoo from a stint as president of eBay’s PayPal payments unit.

As reported by Bloomberg, Donahoe said:

“When Scott was hired at EBay Inc., all of EBay’s filings had the accurate information. Some of EBay’s PR materials had that bio. Our legal filings were taken care of by our legal department. Some of the PR materials had that info,” he said while in Tokyo of the correct bio versus the incorrect one.

Donahoe added: “I think Scott Thompson did a great job at PayPal. I think he’s a very talented leader and I believe he can help Yahoo. I hope they get through this and he can continue to do the very challenging job he’s got of helping to turn Yahoo around. I’m Scott’s biggest fan.”

This has been the first public support of Thompson by a prominent Internet figure, which might help lagging morale at the company.

Here’s the full version of the latest Loeb letter:

Third Point May 9 Letter Release

RELATED POSTS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Here are some good questions to start with:

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

Where did Yahoo get the inaccurate information?

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

And, who checked the work of the checkers?

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

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

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

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

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

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

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

The Chaos-in-Sunnyvale Conundrum

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

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

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

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

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

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

Busy much?

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

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

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

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

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

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

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

Then, Thompson will be their problem to solve.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RELATED POSTS:

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

Yahoo turned in better-than-expected earnings today in its first quarter, and — as usual — I will be liveblogging the call with CEO Scott Thompson.

Yahoo beat Wall Street estimates in its first-quarter earnings report earlier today, with revenues of $1.08 billion and earnings of 23 cents. That’s a gain of 28 percent from a year ago in net earnings and 38 percent per diluted shares.

Earlier:
2:03 pm: We begin with a new investor relations dude, who has replaced Marta Nichols. She is now CEO Scott Thompson’s new chief of staff.

His name is Joon and he seems much more festive than Marta, who was very, very serious.

I could not be more thrilled.

Thompson comes on quickly enough and he is also pretty jaunty.

Yahoo has been “moving very fast” on a range of things. And how — this guy seems to eat Ritalin for breakfast.

But there is still a long way to go, he notes.

“I am not satisfied with the pace of top-line growth,” said Thompson, who added he would not be until Yahoo was keeping up with others like Google, which turned in a much stronger report last week.

He can’t get no satisfaction — but he will!

Thompson said one problem was still its ongoing search and advertising partnership with Microsoft. It’s still rocky in terms of monetization and more.

2:09 pm: But first, it is CFO Tim Morse’s turn to re-read the results that were just released.

I am not actually listening until he gets to the part about Thompson giving more deets soon.

Morse is teeing this up by noting that Yahoo is adding more to its bag of tricks beyond search and display, such as commerce.

This will take investments, which are core to success.

Thompson is back: “This business can and will grow going forward.”

I am holding him to that one!

He starts first by talking about Yahoo’s content business, which remains strong, but he points out the obvious: Engagement is off.

In other words, the kids love Facebook. Also Instagram. Also Tumblr.

That’s why Thompson says he told the staff of Yahoo to rethink it all when he arrived in January.

The conclusion:

“Yahoo has been doing way too much for too long and has only been doing a few thing well.”

As in, jack of all trades, master of none.

“We have to be clearer going forward about what we won’t do,” said Thompson.

2:22 pm: He goes over some specifics.

Shutting down 50 properties — Thompson does not say which, though.

Consolidating platforms.

Dedicating key teams to innovation.

Something else about being nimbler.

Data. Also data. Did I say data?

Research and development only for Yahoo-owned and -operated properties.

That is six points, which will be underscored by better execution.

Thompson has been talking about the “complex processes” that was once called peanut butter by one former exec.

Peanut butter is sticky and that’s the point.

2:26 pm: Oops, when talking about layoffs, Thompson says “PayPal” and not “people.” He used to run the eBay payments unit.

Thompson moves to the board changes — five new members and the jacking of five from previous year.

He then defends his decision to sue Facebook over patent infringement. “Facebook must do the same or change its practices,” he sad.

Thompson adds the company is in “active” talks with its Asian partners, Softbank of Japan and Alibaba of China.

And some news! Talks related to its Japanese assets have a gap in valuation, so Yahoo is focusing on the Chinese ones.

And in summation:

“We don’t have to reinvent who we are, but we do need to reinvent our experiences … We have to move and think like a growth company.”

That would be nice.

2:32 pm: Time for Q&A, in which I like to see exactly how wimpy Wall Street analysts can be in asking tough questions.

The first is asking about some strategery specifics, including whether it can get the cool $1 billion AOL just got from Microsoft.

Thompson talks about the new commerce unit, which will be co-led by someone who worked with him at PayPal. It’s not really new, since Yahoo is in that arena already.

Morse answers on intellectual property issues, noting Yahoo is happy to license its family jewels. Most tech companies use these patents as a defense, but no longer.

The next question is on morale of sales force. I can answer that! Not good!

But Morse says there is progress.

Bygones.

Morse also notes that Yahoo still has search revenue per share guarantee from Microsoft, but that he hopes it will get better before that deal runs out.

Back to Thompson. He wants better results to advertising customers.

He keeps saying “at or above the market rate.” Yahoo’s growth has been lackluster, so this would be a key victory if Thompson could pull it off.

2:39 pm: A question about mobile, which has been one of Yahoo’s most embarrassing holes of all.

Besides Facebook, the kids love those smartphones. You would not know it from Yahoo’s shoddy products.

“We need to get good real fast in mobile … and we’re not there today,” said Thompson. Actually, Yahoo was not there yesterday, either.

Note to Scott: Real fast is a good idea.

There is a question about its advertising platforms, a back-handed way of asking if it is for sale. It is.

Thompson notes that there has been a lot of evaluating, but that “we have not come to a conclusion.”

2:42 pm: A question about its revenues from its Asian assets. China’s Alibaba — which is not run by Yahoo — is doing great.

It’s kind of like being the dude who bought Apple some years ago and is now rich through no effort of his own.

Thompson addresses a question about dividends, which Apple just gave out. Yahoo will be sticking with stock buybacks, so everyone can put away those Porsche catalogs.

I am briefly distracted during some accounting questions by the new Apple ads with Zooey Deschanel. She is so adorkable, it makes me slightly queasy.

Back to Thompson, who is non-answering a question about possible acquisitions. He’s not talking, but I am sure he will be buying if he gets a transaction with Alibaba done finally.

Given the long and convoluted and always aborted deals over the years, this would be cause for much celebration if Thompson pulls it off.

(And, if he does, I pledge to buy him dinner in Boston at the restaurant of his choice!)

2:52 pm: A question of what the heck Thompson actually means when is he talking about using Yahoo’s data.

There are apparently three main places.

Personalization, which is uniquely related content, which gives him a chance to egregiously tout Boston sports teams.

Contextual advertising, which means ads you want.

And data and analysis to advertisers that will help them do a better targeting job. Oh, joy.

A search question, which I have decided to ignore, since I feel search is simply not Yahoo’s business any longer and should be sold off.

But what do I know?

Morse keeps yammering away on “better experiences for our users” by its search team.

Hey, it’s called Google. Then, Bing. And only then, Yahoo.

2:58 pm: Last question, which I missed while I was focusing on search ranting.

And with that, it’s back to the future for Yahoo. Hopefully.

In a move that AllThingsD had previously reported was coming, Yahoo said it had laid off 2,000 employees, or 14 percent of the workforce.

“Today’s actions are an important next step toward a bold, new Yahoo! — smaller, nimbler, more profitable and better equipped to innovate as fast as our customers and our industry require,” said Yahoo CEO Scott Thompson in a statement. “Unfortunately, reaching that goal requires the tough decision to eliminate positions.”

While Yahoo has had periodic layoffs over the years, this one is its most significant in its history, and will also result in another large-scale restructuring of the management organization. More cuts are also likely to follow in the months ahead, due to the reshaping of Yahoo.

The latest employee action is being pushed by Thompson, who joined the Silicon Valley Internet giant in January from eBay’s PayPal unit.

“Change is never easy,” he wrote in an internal email to Yahoo employees (it is below in its entirety), in a well-worn cliché I am dead certain few appreciated hearing today from the top leader.

At an internal meeting with top staff last night, Thompson — who has gotten what seems to be a well-deserved reputation for chewing folks out at Yahoo — was more direct with the execs gathered, berating them extensively for not delivering and getting the company to this sorry point.

Ouch, Scott! It’s Easter, so it might be time for some forgiveness. (And no more ranting about my reporting to those inside Yahoo, since I have been 100 percent accurate so far. FYI, will aim for 110 percent next week!)

Yahoo said it will save about $375 million with the cuts, incurring a $125 to $145 million pretax cash charge for employee severance in its second quarter. Before the cuts, Yahoo had 14,000 staffers and has many thousands more hired as contractors.

The layoffs touch all units of the company, but the hardest hit is the product division, which is headed by Blake Irving, as well as its marketing, research and international units. Yahoo gave no details on the layoffs other than the number.

But the fate of two key parts of the soon-to-be-blown-apart unit — Yahoo’s advertising technology businesses, Right Media and APT, and its search business — is still being contemplated, as I have previously reported. Possible scenarios include a sale or a joint venture transaction for both, which employ thousands of Yahoo staffers.

The layoffs tomorrow are not the end of the road in cutting costs. Along with the likely shedding of its ad tech and search businesses, Yahoo leadership is also looking at future cuts as it evaluates current businesses, which could lop even more employees off its roster.

That said, Yahoo will be doubling down in some older and new arenas, so there would also be simultaneous hiring in the months ahead.

As wrenching as they will be today at Yahoo, the layoffs come as no surprise. Thompson had told employees in memos and also in recent meetings that “real change” was coming to the company.

Along with the trauma of the layoffs, Yahoo is also facing two other tense face-offs externally. In one, activist shareholder Third Point is waging a proxy fight for board seats and stepped up the public pressure this week; and Facebook struck back hard at Yahoo’s patent lawsuit with a counterclaim of its own.

After the layoffs tomorrow, sources say Yahoo will be announcing a new organization by next week. Thompson, along with outside consultants he has hired from the Boston Consulting Group, are making what appear to be profound changes.

Sources said that Yahoo will most likely be comprised of a global media division, one that encompasses Yahoo’s consumer products businesses and one focused on global and regional sales. There could also be a small organization of about 50 employees aimed at future innovation.

Americas head Ross Levinsohn is pegged to run the media arm, which will also include its leads/commerce businesses, such as autos; Shashi Seth — who now heads search and marketplaces — is likely to run consumer products, which will include Yahoo’s communications and search businesses.

Yahoo has already been conducting a search for a new worldwide sales head, who will also be boss of the U.S., Asia and Europe, Middle East and Africa sales regions. Rich Riley, who was recently running EMEA, is reportedly the pick for U.S. sales; Rose Tsou, who is running Asia, would presumably stay put; Yahoo is looking for an EMEA sales lead.

Some current operational execs — such as service engineering and ops head David Dibble, CFO Tim Morse, and top lawyer Mike Callahan — are likely to continue to operate as before.

One big question mark is how Chief Product Officer Irving fits in the possible new org, in which the new units get control of their product development. Irving has reportedly had several incoming job offers, although it is not clear if he has responded to that interest.

But today, the focus is on the layoffs and letting go all those employees, many of whom have worked at Yahoo for years. Even if it will result in a stronger Yahoo, as Thompson promises, it is still a very sad day in Sunnyvale.

Here is a video on the topic that I did with the WSJ.com “Digits” show today, after the cuts were announced early this morning:

Here’s the entire terse statement from Yahoo:

Yahoo! Statement

SUNNYVALE, Calif. — (BUSINESS WIRE) — Yahoo! today confirmed that it is taking important next steps to reshape the company for the future.

“Today’s actions are an important next step toward a bold, new Yahoo! — smaller, nimbler, more profitable and better equipped to innovate as fast as our customers and our industry require. We are intensifying our efforts on our core businesses and redeploying resources to our most urgent priorities. Our goal is to get back to our core purpose — putting our users and advertisers first — and we are moving aggressively to achieve that goal,” said Scott Thompson, CEO of Yahoo!. “Unfortunately, reaching that goal requires the tough decision to eliminate positions. We deeply value our people and all they’ve contributed to Yahoo!.”

Yahoo! has a solid foundation — nearly 700 million users and thousands of advertisers that engage with Yahoo! properties regularly and trust the company with their data and their business. Through its restructuring efforts, Yahoo! intends to grow by responding more quickly to customer needs and competing more effectively in areas where it can win. Yahoo! has identified key parts of the business — a select group of core businesses, the platforms that support those core businesses, and the data that drives deep personalization for users and ROI for advertisers — where the company will intensify efforts and redeploy resources globally, all focused on increasing shareholder value. With a clear focus on profitability and growth, the company will be disciplined in its investments and radically simplify how it builds, launches and maintains many of its properties and products.

Today, the company will begin the process of informing employees about these changes. As part of that effort, approximately 2,000 people will be notified of job elimination or phased transition.

Yahoo! expects to realize approximately $375 million of annualized savings upon completion of all employee transitions. The company currently expects to recognize the majority of an estimated $125 to $145 million pretax cash charge relating to employee severance in its second quarter financial results. The company may incur additional charges in connection with this action. More information will be provided about Yahoo!’s future direction in conjunction with the release of its first quarter financial results on April 17, 2012.

And here is Thompson’s memo to employees, stating the obvious and with nothing new from previous statements and internal memos:

Yahoos –-

Today we are restructuring Yahoo! to give ourselves the opportunity to compete and win in our core business. The changes we’re announcing today will put our customers first, allow us to move fast, and to get stuff done. The outcome of these changes will be a smaller, nimbler, more profitable Yahoo! better equipped to innovate as fast as our customers and our industry require.

Over the last 60 days, we’ve fundamentally re-thought every part of our business and we will continue to actively consider all options that allow Yahoo! to put maximum effort where we can succeed. As part of this process, I believe we have to focus to win in a select group of core businesses globally:

Core Media and Communications: Our content, media, and communications experiences must be best in class. That includes getting today’s core properties right and innovating on a next generation of great product experiences across all screens.∙

Platforms: We must make our core platforms and systems a genuine strength for Yahoo! — platforms that we can really leverage to support our massive scale, drive the deepest personalization, and boost speed to market.∙

Data: Our massive data sets must become a genuine competitive advantage for Yahoo!. We have to unlock the value in our data to allow us to really understand our 700 million users, encourage and win their engagement and trust, leverage everything they do with us to more fully personalize their experiences, and to give our advertisers the immediate insights they are rightfully demanding.

We are intensifying our efforts on our core businesses and redeploying resources to our most urgent priorities. Our goal is to get back to our core purpose — putting our users and advertisers first -– and we are moving aggressively to achieve that goal.

Unfortunately, reaching that goal requires the tough decision to eliminate jobs, which means losing colleagues and parting with friends. Today, we will begin the process of informing employees about these changes. As part of that effort, approximately 2,000 people will be notified of job elimination or a phased transition. We value our people and for those who will be leaving, we thank you for all you have contributed to Yahoo!. We will treat all of our people with dignity and respect, providing resources to help manage through their transition.

Change is never easy. But the time has come to move Yahoo! forward aggressively with increased focus and accountability. Our values have always been about treating all Yahoos with dignity and respect, and today is a day to embrace those values. This is an amazing company with exceptionally talented people and I know we will all do our best to encourage each other through this difficult period of transition.

Scott

According to sources close to the situation, Yahoo’s massive round of layoffs — which is likely to impact up to 2,000 employees — is just the tip of the proverbial iceberg that will hit the storied Silicon Valley Internet giant in the months to come.

Sources said Yahoo is currently planning to announce the cuts in staff in the early morning, just as the markets open. That could change, of course, but the cuts will definitely occur within the next two days.

The layoffs, which will touch all units of the company, are expected to hit hardest in the product division, which is headed by Blake Irving.

But the fate of two key parts of the soon-to-be-blown-apart unit — Yahoo’s advertising technology businesses, Right Media and APT, and its search business — is still being contemplated, as I have previously reported. Possible scenarios include a sale or a joint venture transaction for both, which employ thousands of Yahoo staffers.

Also set to be hard hit are Yahoo’s local businesses, as well as its marketing and research divisions. While still sustaining losses, its media units will not be as badly impacted. And it’s not clear how many employee terminations will be aimed at the company’s general and administrative staff.

The layoffs tomorrow are not the end of the road in cutting costs. Along with the likely shedding of its ad tech and search businesses, Yahoo leadership is also looking at future cuts as it evaluates current businesses, which could lop even more employees off its roster.

That said, Yahoo will be “doubling down” in some older and new arenas, so there would also be simultaneous hiring in the months ahead.

But not tomorrow, which will be one of the tougher days in Yahoo’s long history of periodic layoffs. Newly installed CEO Scott Thompson had told employees in memos and also in recent meetings that “real change” was coming to the company.

That is indeed the case, which is causing massive strain throughout the company, which now employs over 14,000 and has many thousands more hired as contractors.

Along with the trauma of the layoffs, Yahoo is also facing two other tense face-offs externally. In one, activist shareholder Third Point is waging a proxy fight for board seats and stepped up the public pressure this week; and Facebook struck back hard at Yahoo’s patent lawsuit with a counter-claim of its own.

After the layoffs tomorrow, sources say Yahoo will be announcing a new organization by next week, which will create several major, soup-to-nuts units at the company. Thompson, along with consultants he has hired from the Boston Consulting Group, are making what appear to be profound changes.

Sources said Yahoo will most likely be comprised of a global media division, one that encompasses Yahoo’s consumer products businesses and one focused on global and regional sales. There could also be a small organization of about 50 employees aimed at future innovation.

Americas head Ross Levinsohn is pegged to run the media arm, which will also include its leads/commerce businesses, such as autos; Shashi Seth — who now heads search and marketplaces — is likely to run consumer products, which will include Yahoo’s communications and search businesses.

Yahoo has already been conducting a search for a new worldwide sales head, who will also be boss of the U.S., Asia and Europe, Middle East and Africa sales regions. Rich Riley, who was recently running EMEA, is reportedly the pick for U.S. sales; Rose Tsou, who is running Asia, would presumably stay put; Yahoo is looking for an EMEA sales lead.

Some current operational execs — such as service engineering and ops head David Dibble, CFO Tim Morse, and top lawyer Mike Callahan — are likely to continue to operate as before.

One big question mark is how Chief Product Officer Irving fits in the possible new org, in which the new units get control of their product development. Irving has reportedly had several incoming job offers, although it is not clear if he has responded to that interest.

Let’s hope that Yahoos who will be let go tomorrow find themselves with many new employment choices after the ax falls.

Yahoo is preparing to begin layoffs of what could be thousands of employees starting next week, according to multiple sources, and is then expected to announce a new restructuring of the company the week after.

The swirl at the Silicon Valley Internet giant has grown more intense this week, as new CEO Scott Thompson has brought in top management for a series of meetings both Tuesday and Wednesday to outline the plans.

What has emerged — although sources noted that Thompson and others communicating the pending changes said nothing was yet set in stone — is the picture of a drastically slimmed-down organization with a focus on media, advertising and new but unclear “future” initiatives.

First the layoffs: Sources said the cuts will be deep and mostly aimed at the product, research and marketing units of Yahoo, which are likely to take place Wednesday. The ultimate goal, said multiple sources, is to cut many thousands from Yahoo’s staff of close to 14,000 employees, which is actually much larger, due to contract workers not officially in its roster.

The entire cut will not take place at once, said sources, since Thompson and others are still trying to figure out how to dispense with its ad technology org and, potentially, its search business. He has been in discussions with both Microsoft and Google about this, although there are other possibilities, too.

Both these parts of Yahoo together have about 2,500 staffers, whose fate is not yet sorted out.

Also still baking is the new structure, although sources said it is most likely to be comprised of a global media division, one that encompasses Yahoo’s communications and search businesses, and ones focused on global and also regional sales. There could also be a small organization of about 50 aimed at future innovation.

Americas head Ross Levinsohn is the likeliest exec to run the media arm, while Shashi Seth — who now heads search and marketplaces — would be the obvious candidate for the the communications/search one.

Thompson has already been conducting a search for a new worldwide sales head, although one possible internal exec for the job could be Rich Riley, who was recently running Yahoo’s Europe, Africa and Middle East region.

It is not clear how Chief Product Officer Blake Irving fits in the possible new org, since much of the development could now move to the decentralized units.

Some current operational execs — such as service engineering and ops head David Dibble, CFO Tim Morse, and top lawyer Mike Callahan — are likely to continue to operate as before.

Thompson, along with consultants he has hired from the Boston Consulting Group, presented the possible plan in front of Yahoo’s senior execs on Tuesday. That was followed by more meetings with a wider range of top management yesterday, although Thompson was not as highly specific in these meetings.

In fact, according to a half-dozen sources, Thompson apparently grew somewhat testy in one of the gatherings, when asked if there was a strategy he was going to announce in more detail to the group.

(Dear Scott, these are very talented employees who love the company and who have been through the wringer and it’s not their fault that leadership has failed them, so it might be a good idea to treat them with as much respect as possible right now.)

More to come, obviously.

What is Yahoo?

While that has been the perennially unanswered question at the Silicon Valley Internet giant for many years, according to dozens of sources inside and outside the company, Yahoo’s leadership is now deeply embroiled in an intense — and sometimes very tense and fast-changing — debate over a number of critical issues about what is expected to be the most sweeping restructuring in its history.

Top executives at the company are conducting what is likely to be a lively all-day “offsite” meeting today (which is actually taking place on Yahoo’s Sunnyvale campus) to continue to discuss, among other things: How and where the company will make large-scale cuts in staff, which I have previously reported were coming and will perhaps be numbering in the thousands; which businesses to sell off and which to keep, including its ad tech unit; the correct structure for the reconfigured entity; and who will be left to run it all when it is all settled.

Also up for debate is the best course of a two-pronged effort — being led primarily by CFO Tim Morse and members of his corporate strategy team — to renegotiate its search and advertising partnership deal with Microsoft, while also engaging in active discussions with Google about it taking over Yahoo’s search business.

“Everything is on the table,” said one person. “And anything could be blown up by Scott.”

The Scott being referenced is new CEO Scott Thompson, who has become something of a whirling dervish since he arrived at Yahoo only three months ago from the top job at eBay’s PayPal unit.

If shaking up the place — as he has promised in public and internal statements, including a recent memo in which he wrote that “real change is coming” — was his aim, Thompson is certainly doing just that and more.

Along with immediately initiating a massive effort to figure out the best way to restructure the long-troubled and ever-meandering company and all that entails, Thompson has also been meeting players all over Silicon Valley for advice; stopping and then restarting negotiating discussions with Yahoo’s Asian partners, visiting major advertising clients; and engaging in talks with activist shareholder Dan Loeb about settling a looming proxy fight, while also packing the board with allies to help fend off said battle.

And, oh yes, he also took a little time out from his busy schedule to sue Yahoo partner Facebook for patent violations.

But the real action is the remaking of Yahoo in his image. To do so, Thompson has been furiously evaluating the entire company, with the help of Boston Consulting Group and a small group of execs, especially Morse.

While it is all still undecided, he seems to be leaning toward Yahoo as a drastically slimmed-down entity without a central product group and with a simplified structure that includes global units — such as media, commerce and sales organizations — which will again be in charge of the entire development of their offerings.

(I will note, since I have been covering Yahoo since near its founding, this is a structure that has been in place before. In other words, at least for dinosaurs like me, there is nothing new under the sun here.)

The changes being contemplated include, as I have written previously, the possible sale or drastic reconfiguration of its ad technology business, which will effect at least 1,000 employees. Another 1,500 involved in Yahoo’s search business will also be impacted, depending on talks the company has been having with Microsoft, as well as Google, about better monetization.

Such a structure brings up a lot of questions about how, and by whom, it will be run. To figure it out, Thompson has been evaluating — sometimes rather brusquely — his own top managers, as well as looking for new ones outside the company, such as a search for a chief marketing officer and other key positions.

Confused? Perhaps, but not for much longer, said multiple sources, as Thompson moves closer to delivering his answer to the what-Yahoo-is question.

Yahoo PR — by the way, it will not escape Thompson’s change machine, either! — declined comment.

In an effort to minimize the impact of massive layoffs that Yahoo’s top management has been planning, according to sources close to the situation, one of the latest ideas to save costs and presumably jobs by new CEO Scott Thompson is to sell off much of its advertising technology platform, including Right Media.

And among the possible buyers Thompson has been targeting in recent visits: Google and Microsoft, as well as Silver Lake, the private equity firm that had once been talking to the Silicon Valley Internet giant about making a large investment in the company.

(That particular deal has gone south, but there is always yet another scheme on the horizon at Yahoo!)

The concept behind such a sale, according to several sources inside and outside the company, is to turn a cost center into a revenue source, with Yahoo essentially outsourcing a business that was a cornerstone of its strategy. A negotiable number of employees affiliated with those units would then move over to the new owner.

The most ideal plan, said sources, would be to sell Yahoo’s whole advertising technology “stack,” including the Right Media Exchange, a marketplace for advertisers, publishers and ad networks to trade online ads. Yahoo bought it for $700 million in 2007.

According to info on the company’s site, it has “300,000 active global buyers and sellers and more than 11 billion daily transactions.”

Also part of the possible package is APT, a system Yahoo has built to make buying and selling online advertising easier. In addition, Yahoo’s technologies for display-ad serving have been mentioned as a possibility for sale.

It’s unclear what the potential sale means for the new ad strategy that U.S. boss Ross Levinsohn and his lieutenant Jim Heckman have been pursuing since last summer. That plan included its own acquisition of ad network Interclick and an attempt to sync up with rivals AOL and Microsoft in an effort to fend off Google and some third-party players, like ad networks.

But the reason for contemplating much a major move — which has been considered before, but never has been seriously offered — are obvious: While Yahoo once dominated this arena, it has steadily lost ground, especially to Google. The search giant has made almost all of its money in search-related ads, but has been moving aggressively via its DoubleClick and other ad-serving entities into higher-level ads.

Microsoft has also been trying to compete, as has AOL, but it’s getting to be an expensive race, and one where Yahoo would have to make major investments to once again gain momentum. Building up this business again had been the aim of co-founder Jerry Yang, who wanted to go big in the arena in a number of ways before he left the company earlier this year.

But those days seem to be over at Yahoo.

“A lot of what has happened so far under Scott [Thompson] has been trying to find more revenue anywhere it can be generated, and get out of businesses that are not growing,” said one person. “Right now, it’s a lot about what we shouldn’t do rather than what we should.”

That has meant visits to see both Google and Microsoft about possible deals by Thompson, with the involvement of CFO Tim Morse and Chief Product Officer Blake Irving.

Thompson (pictured here) has also recently been talking to Silver Lake about the ad-platform sale, in a deal that might include the Andreessen Horowitz venture fund. This would be a different kind of transaction, said sources, in which a separate company would be formed, with Yahoo owning a piece and contracting with the new entity to provide ad technology.

All this activity is related to the layoffs in the works of perhaps thousands of employees, which were to have been communicated to the company this week.

Sources said those have been delayed for some weeks for several reasons, including whether to consider more deeply if certain larger business units can be spun off, sold or somehow transformed. (To be clear: Major layoffs are still being planned, but now might take place in two parts, said sources, in what is a quickly changing and volatile atmosphere at Yahoo.)

Another area being looked at, said sources, is Yahoo’s search advertising partnership with Microsoft, which has not been as successful as had been expected. While Yahoo has been working with the software giant about improving the results, Thompson has apparently been contemplating other possibilities, including working with Google (calling all regulators!) and/or laying off up to 900 employees who work on the company’s search offering.

Any of these moves could, of course, cause a firestorm of controversy, which Thompson appears to not worry much about. He was the driving force in Yahoo’s patent lawsuit against Facebook earlier this week, which is largely attracting a negative reaction across the tech landscape.

A number of prominent voices have spoken out against the legal action, including well-known VC Fred Wilson, who yesterday penned a poisonous blog post, titled “Yahoo Crosses the Line.”

It ends thusly: “I am not writing this in defense of Facebook. They can and will defend themselves. I am writing this in outrage at Yahoo! I used to care about that company for some reason. No more. They are dead to me. Dead and gone. I hate them now.”

Ouch!

Also weighing in publicly via Twitter was former Yahoo director Eric Hippeau, who was one of the company’s first investors, which is embedded below:

Pathetic and heartbreaking last stand for Yahoo bit.ly/yirCcj It’s all over. I loved you very much.

— Eric Hippeau (@erichippeau) March 13, 2012

Double ouch!

All I can say is that Thompson certainly has a lot of gumption. That has actually been his M.O. from the start, said several sources, with the former president of eBay’s PayPal payments unit and dark horse cold-emailing his way into the Yahoo CEO job.

True story: He had not been among its list of possible candidates — largely because he had been placed in his job at eBay many moons ago by Heidrick & Struggles, which was conducting the Yahoo CEO search, and that’s a talent acquisition no-no to poach someone you placed.

That did not stop Thompson, who thought he might be good for the job and reached out directly to board members at the end of the selection effort, which then led to the search committee and soon enough to the job in what was a very quick vetting and secretive (although not secretive enough!) hiring process.

Since then, Thompson has been on a tear, from working on a restructuring to trying to assuage activist shareholder Dan Loeb to helping put the kibosh on its Asian stake sale talks to suing Facebook. And now this sale effort, too.

If the peripatetic Thompson — who might need a dose of Ritalin before this thing is over — wanted to get noticed by the tech powers that be: Mission accomplished!

“He’s definitely someone who appears to have decided on shooting the moon with a lot of these actions,” said one person close to the situation, referring to the move in the card game of Hearts, which is a risky gambit to capture every penalty card worth 26 points in order to win. “I just hope no one loses an eye in the process.”

(That would be triple ouch, by the way.)

No comments all around, but everyone was certainly cordial on this rainy morning.