Yahoo strikes back with a reported board-packing plan

The Web giant supposedly wants friendly faces to form a Bizarro World alternative to a dissident board slate. If true, that means war -- though the search doesn't seem to be going well.

Embattled Yahoo reportedly has a new plan for keeping dissident shareholders at bay: pack its board with supporters ahead of an anticipated proxy fight with hedge fund Third Point .

AllThingsD reports that Yahoo leadership is beating the bushes for three more directors to fill the vacancies created in February when five of its 11 board members announced they wouldn't stand for re-election . Yahoo has already named two new directors -- former Rovi CEO and patent-litigation enthusiast Alfred Amoroso and former eBay exec Maynard Webb.

The struggling Web giant, however, is in a race against time. Last month, Third Point named an alternative slate of four candidates , including the hedge fund's CEO Daniel Loeb, former NBC Universal CEO Jeff Zucker and former MTV president Michael Wolf. In a new preliminary proxy filing yesterday, Loeb again criticized Yahoo's management -- including its newest board members -- and asked shareholders to support his dissident slate .

Loeb is already complaining that Yahoo has failed to take his concerns seriously. In its most recent filing, Third Point calls management's response to its board candidates "dismissive" and its outreach to Loeb "perfunctory." One of Third Point's key criticisms is that the Yahoo board is heavy on technology expertise but light when it comes to understanding of advertising, media, and entertainment.

Which could explain why Yahoo is supposedly hot to enlist its own "high profile media players" to form a Bizarro World alternative to Third Point's slate. ATD's Kara Swisher reports that Yahoo's headhunters have approached former News Corp. execs Peter Chernin and Tony Vinciquerra -- either of whom could function as a plausible anti-Zucker -- and former MTV head Judy McGrath, who's actually sort of an uber-anti-Wolf, since she was formerly his boss.

Unfortunately for Yahoo, that effort isn't going well so far. Swisher's sources told her that neither Chernin nor Vinciquerra want to be in the line of fire during a likely proxy battle. No word yet on whether McGrath expressed interest in stumping for shareholder votes against her former subordinate.

Of course, incumbent management holds the upper hand in most proxy fights, so it's way too soon to count Yahoo out on this one. But if Swisher's report is correct, the war is most definitely on.

Which means it might be time to start popping popcorn. Depending on how desperate Yahoo gets, it could reach for management's standard, and devious, bag of tricks to stave off the dissident challenge. As corporate-governance expert Nell Minow just reminded me by e-mail, "the selection of board members for American public companies is more akin to North Korea than anything that merits the term 'election'."

About the author

David Hamilton is the assistant managing editor of CNET News. He has been writing and editing business and tech coverage for about two decades -- the majority of that at the Wall Street Journal in both Tokyo and San Francisco. He is a two-time winner of the Overseas Press Club award and has written for numerous magazines and blogs, including Slate, Science, VentureBeat, CBS Interactive's BNET, California Lawyer and the New Republic.

 

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