Three questions for Roy Bostock

To Roy Bostock
Chairman of the board, Yahoo

Dear Roy,

Wondering whether you've ever read anything by Pierre Ambroise François Choderlos de Laclos (that's a mouthful!). He was the French author of the 18th century epistolary novel Les Liaisons Dangereuses. After watching all the note-swapping between you and Carl Icahn, I have to confess that you guys sure have the hang of it--even though the "Dear Roy, Dear Carl" salutations are awfully phony. No doubt you two would prefer shotguns at 20 paces. Meanwhile, if you can break away from your writing desk, I'd like you to consider three questions relating to Microhoo.

•  Everyone knows that Icahn's a nudnik and doesn't know much about technology. I'm convinced the guy's as savvy about the Internet as Alaska Senator Ted Stevens, he of cybertubes fame. Llittle doubt that Icahn is in this for a quick buck, as are the other institutional shareholders supporting his gambit. When it came to greenmail, he wrote the book. But so what? Remember the Gordon Gekko "greed is good" shtick in the movie Wall Street? Here's an instance when greed does have a clarifying effect.

Icahn wants to know what's up with Yahoo's ridiculously expensive new severance plan. So do a lot of other people. From the outside looking in, it sure looks like a poison pill. You dislike that description? OK, let's instead call it a stupendously silly employee entitlement designed to repel any potential acquirer of sound mind. Like that any better?

There's good reason Yahoo failed to disclose the dollar amount. In a recently disclosed document, Tim Sparks, a compensation expert who worked on the Yahoo plan, nailed it in a e-mail to colleagues when he described the contents as completely "nuts."

But let's not quibble over semantics. I'm more curious why Yahoo blew off Icahn after he pressed you to dump the plan. He posed a fair question, one that I'm sure other investors wonder about.

Beats me how the offer of golden parachutes galore adds to shareholder value in a takeover negotiation. Truth be told, if I'm Microsoft, you don't come off as someone very eager to deal, let alone sell the entire company on a friendly basis. If that's a misconception, then you've confused a lot of people. Maybe it's time you cleared the air.

•  You and Jerry Yang keep waiting for a possible "alternative deal." From who, Godot? The chronology is just too confusing. As long as you're batting your eyes at Google, there's no real reason Microsoft should bid for the company. Eric Schmidt's just messing with you to make Steve Ballmer miserable. You've been doing this long enough to know how this works. Ballmer's a crazy boy but he's not insane. He either gets a chance to acquire the entire kit and caboodle, or he walks.

•  Keep Jerry in a gilded cage. Rope him to a GameBoy and lock him in your basement, anything--but don't let him appear any more in public, at least not until there's a final yay or nay on the Microhoo negotiation. Let Sue Decker do the talking. She walks and talks like a real CEO.

Yang's a nice guy. He bleeds purple but he doesn't ooze leadership or inspire confidence outside of Yahoos campus. His recent appearance at the D conference didn't convince anyone that Yahoo's commander in chief had the upper hand.

When technology journalist Walt Mossberg asked him to define Yahoo's business, he responded with an answer straight out of Stepford CEOs 101. "I think of Yahoo as we have to be incredibly relevant and useful to users. You have to start your day at Yahoo. We want people to come to Yahoo first thing in the day and multiple times a day. That is an incredibly powerful position, consistent with our roots and ripe for innovation." Decker did the work of explaining why Yahoo thinks that Microsoft didn't offer enough.

And what's with Yang's latest missive to the troops? ("We believe the Yahoo board has the independence, knowledge, and commitment to navigate the company through the rapidly changing Internet environment and to deliver value for yahoo! and its stockholders...."). Pure corporate-speak.

Well, you get the idea. Better to let Decker take the lead and return Jerry to the rank of Chief Yahoo to do whatever it is that Chief Yahoo guys are supposed to do.

Best,
Coop