Yahoo's Yang throws jabs at Microsoft and Icahn

Updated at 2:20 p.m. PDT, with details about an opinion piece by Yahoo board member Gary Wilson in The Wall Street Journal.

After taking a one-two punch from investor activist Carl Icahn and Microsoft on Monday, Yahoo CEO Jerry Yang threw a few punches of his own in an interview in The Wall Street Journal on Wednesday.

Yang is facing a proxy fight with Icahn, who is seeking to unseat the board and oust the Yahoo co-founder and chief executive from his top-dog position.

In a counter punch, Yang characterized Microsoft as trying to "destabilize" the Internet search pioneer by issuing public support to Icahn and stating its willingness to renew its bid for all of the company, or just its search assets, should a new Yahoo board be put into place after the August 1 annual shareholders meeting.

In his interview with the Journal, Yang said:

I think that I can bring stability back to Yahoo, and I want to get on with building company. I think that the destabilizing by Microsoft has become more and more intentional. I am not happy about it.

Yang noted he has been perplexed by Microsoft's unwillingness to continue negotiations with the company if it wants to do a deal. He reiterated the company's stance that it is willing to look at any deal Microsoft wants to propose.

Microsoft, in its public statement Monday, said it had come to the conclusion the software giant "cannot reach an agreement" with Yahoo. The Internet search pioneer previously rejected Microsoft's sweetened buyout offer of $33 a share and declined its offer of a partial buyout of Yahoo's search business, noting the terms of the partial deal were not adequate.

No formal discussions between the two companies are currently under way, Yang said in the interview.

And Yang said any effort by investors to "trust" Icahn and his proposed investor slate would be "really a bad choice."

Yahoo board member Gary Wilson, meanwhile, offered up his two cents on corporate governance in an opinion piece in The Wall Street Journal on Wednesday. In the op-ed piece, Wilson advocates for keeping the role of CEO and chairman separate, in a move to avoid the "Imperial CEO" syndrome.

While the vast majority of Wilson's op-ed piece is of a general nature on this topic, he does, as one would expect, make reference to Yahoo.

The company's board of directors and Yang are both under extreme pressure by shareholders, of which a number of significant players are calling for their heads.

Wilson, in the op-ed piece, says:

I have also witnessed the benefits of separating the chairman and CEO roles as a director of Yahoo. Despite the mistaken impression left by some media coverage, the Yahoo board of directors is intensely focused on creating value for shareholders--and the separation of the chairman and CEO roles in 2007 has made the present situation involving Microsoft and other alternatives a shareholder-focused process marked by close board oversight of management. I am confident it will result in a good outcome for Yahoo shareholders.

The simple change I suggest to effect the separation of chairman and CEO--requiring that an independent director become chairman when a new CEO is named--would increase the rightful influence of ownership in the governance of American corporations, and lead to extinction of the Imperial CEO. This, in turn, would improve corporate performance and decrease the need for new, expensive and intrusive government regulations to control management excesses.

Hmm, wonder if Icahn will follow such advice should his slate win in its proxy contest...