It's all about the customers
Without the employee retention plan, Yahoo! becomes nothing more than a "war chest" full of customers (those with Yahoo! as a portal via their ISP, Yahoo! mail, etc.). I've maintained all along that this is the asset that Microsoft is interested in (along with sundry patents, software and equipment), and Mr. Ichan's proposal reflects this reality quite starkly.
I guess the real question is about valuation. What is the conversion cost for Microsoft or Google to acquire the portal and services customers from Yahoo! if Yahoo! were to terminate business today? In other words, what is the "break-up value" of Yahoo's primary asset, the customer base?
If the cost per customer conversion (usually somewhere around US$10) exceeds the value of the company at the current offer price, then the offer from Microsoft is too low. If, on the other hand, the cost is less than the offer being made, then Icahn is completely correct: kill the retention clause and sell the company, if this is what the majority of the owners (ie, shareholders) want.
Unless Jerry Yang and Yahoo! management have a business plan that will return as much value to the shareholders over the next 3-5 years (through stock appreciation, dividends, etc.) as selling the company will provide, then they need to be removed and the company sold.
Remember: Jerry Yang and his management team are NOT the owners of the company. Their job - first and foremost - is to provide the owners with a return of their investment. Period. If Jerry doesn't like that idea, then let him and his managers offer what HE thinks is a fair price to the shareholders, and take Yahoo! private, where he can do whatever he wants with it.


