microsoft-yahoo merger

Glass Lewis advises against re-electing 3 Yahoo directors

An advisory service to institutional investors issued a recommendation Wednesday that its clients vote against the re-election of three Yahoo directors.

Yahoo Chairman Roy Bostock and directors Ron Burkle and Arthur Kern, all of whom sit on the compensation committee, received a thumbs down from influential institutional investor Glass Lewis & Co.

Glass Lewis, as well as RiskMetrics and Proxy Governance, issue recommendations to their clients on how to vote on proxy matters. These clients include mutual funds, pension funds, and asset management companies, which often hold large blocks of stock in various companies.

Glass Lewis is advising its clients … Read more

Icahn recounts thought process behind settlement

While some folks were enjoying the summer sun and taking a vacation, investor activist Carl Icahn showed that the life of a shareholder activist can be 24-7.

In his blog post Tuesday, Icahn recounts how he spent last weekend hammering out a settlement agreement with Yahoo Chairman Roy Bostock and CEO Jerry Yang, ending a contentious proxy battle between the parties.

Here's what Icahn had to say:

Proxy fights are very expensive and time-consuming. Unlike political elections, where change is often seen, it is unfortunately extremely difficult to take control of a company. By the end of last week, … Read more

Yahoo to tap Jonathan Miller for board seat and more?

With its bruising proxy battle over, Yahoo stands poised to add a few more deck chairs among its board of directors.

But will Yahoo founder and CEO Jerry Yang get cast overboard in the process in favor of former AOL CEO Jonathan Miller?

Yahoo's board, as part of its settlement agreement with investor activist Carl Icahn, will appoint Icahn to its board after its August 1 shareholders meeting and then will add two more directors to its 11-member board from a pool of candidates that Icahn has recommended. That pool includes Icahn's former slate of dissident directors and … Read more

Yang note welcomes Icahn's 'fresh perspective'

After months of exchanging barbs with investor activist Carl Icahn, Yahoo CEO Jerry Yang has told employees he's looking forward to the "fresh perspective" Icahn will bring as a board member.

Just last week, Icahn had officially launched his proxy fight against Yahoo. On Monday morning, a settlement with Icahn ended it all.

Monday's note contrasts with an e-mail Yang penned last week that warned employees to brace for an especially contentious period leading up to the August 1 shareholders meeting. The latest missive, posted Monday evening in a corporate blog and noted in a Securities … Read more

Microsoft may come out winner in Yahoo and Icahn settlement

Updated 10:45 a.m. PDT, with comments from the M&A director of research at RiskMetrics Group.

Microsoft may be the biggest winner in the proxy fight settlement between Yahoo and activist investor Carl Icahn, whose peace accord was announced Monday.

With its ally Icahn and two members of Icahn's former dissident proxy slate getting three seats on Yahoo's expanded 11-member board as part of the settlement, Microsoft may find a sympathetic ear on any future buyout or asset acquisition proposals for Yahoo's search business, said sources. That, as a result, could push Microsoft to … Read more

Report: Yahoo shareholder seeks compromise

A dissident shareholder is pushing Yahoo to accept a mixed board of directors drawn from company nominees and those presented by billionaire investor Carl Icahn, according to a report by Reuters.

Eric Jackson, manager of hedge fund Ironfire Capital and leader of shareholder group Yahoo Plan B, on Sunday said he would encourage his shareholder group Yahoo Plan B to elect five Yahoo directors and four Icahn nominees, Reuters reported. His group is made up of 150 Yahoo stockholders representing 3.2 million Yahoo shares.

"It's become clear over the last two weeks that many shareholders are reluctant … Read more

Yahoo and Microsoft step up Time Warner AOL discussions

Updated at 1:36 p.m. PDT with a report on AOL executives meeting with Microsoft.

Yahoo and Microsoft have both accelerated their respective deal-making talks with Time Warner's AOL, as a proxy fight looms less than three weeks away between Yahoo and investor activist Carl Icahn, according to a source familiar with the discussions.

"The ongoing talks between all the companies have recently picked up," said the source.

That may come as no surprise, given that Yahoo over the weekend rejected a sweetened Microsoft offer to buy just its search assets and the board of directors … Read more

Yahoo's declining share price a drag on Icahn's proxy fight?

Yahoo's share price has been hit with an 8.6 percent decline over the past two days, signaling investors may be less than thrilled with Microsoft's sweetened offer to buy the Internet pioneer's search assets.

That may be problematic for investor activist Carl Icahn, who is hoping to use Microsoft's sweetened bid as a means to entice Yahoo investors to vote for his slate of dissident directors, as he seeks to oust Yahoo's current board of directors in a proxy battle.

Yahoo closed at $21.54 a share on Tuesday, down 8.6 percent since … Read more

States reviewing Yahoo-Google search ad deal

Updated July 15 at 7:05 a.m. PT, with comment from additional sources

A collection of state attorneys general are reviewing the Yahoo-Google search-advertising partnership for possible antitrust violations, several states confirmed.

While these states are in communication with one another and engaged in a collective review of the proposed deal, none have emerged as the lead state or states on the matter, said Sandi Copes, a spokeswoman for the attorney general for the state of Florida.

Attorneys general from Florida, Arkansas, and Connecticut are all taking a look at the proposed deal, but the review process is in … Read more

Microsoft enters Yahoo-Icahn fight to 'set record straight'

Microsoft jumped into the brawl between Yahoo and investor activist Carl Icahn on Monday, issuing a "set-the-record-straight" statement on its rejected sweetened offer for Yahoo's search business.

For starters, the software giant's search-only proposal "did not include changes to Yahoo's governance."

In other words, it was Icahn, the other half of Microsoft's joint proposal, who was asking for all Yahoo board members and top management to resign immediately. But even Icahn, in his letter to shareholders Monday, noted he was willing to discuss keeping some of the Yahoo directors around, and even … Read more