Yahoo! shareholders thump Yang in the fiduciaries In late February, after Yahoo! famously rejected Microsoft's initial $44.6bn bid for the company, two share-holding Detroit pension funds filed a class action lawsuit against Jerry Yang and the Yahoo! board, claiming a "breach of fiduciary duties". And now they're really peeved. Late last week, Microsoft upped its offer to $ …
Has the author of this article never seen to blokes "oh yeah, oh yeah"-ing eachother?
The extra $2 per share that Jerry wants might could like chicken feed on top of what Ballmer has already offered. Ballmer will never accept because then he'd lose his tough player image. Toughness is about all Ballmer has to offer to MS shareholders.
It is far easier for Ballmer to "walk away", let the shareholders chew up Jerry, then come back and pick up the negotiations with the left overs. Ballmer gets a better deal and reenforces his tough guy image.
It is all "Deal, or No Deal".
Sometimes you open up the high valued cases, sometimes the low ones. The banker always comes back with another offer. Just wait!
Of course, there is some regulatory hurdles (did I hear anti-trust) somewhere, but pay no attention to the man behind the curtain!
So, good luck to those folk who are thinking they're going to win a lawsuit that claims Yang (and the board) breached their fiduciary duties. That and Microsoft walked away, while Yahoo was and apparently is still willing to negotiate.
The last part is probably a handy bit of CYA by Yang et al, but for me the bigger thing is how come Ballmer's not getting rogered by Microsoft's shareholders for the dismal performance over the past 6 months or so.
If was in one of the pension funds that are griping, I would be griping that the fund managers thought Yahoo was a good place to park my funds to start with. Maybe the fund members should ask the fund managers why they would risk their funds in such a flaky investment vehicle as Yahoo! or anything tech related.
They are likely to be whiny old tw'ts anyhow, so any opportunity to whine about anything and they'll jump on the bandwagon, but doing it US-style so they'll go class-action on their arse, than just acting like wingers. As someone else said, their share value is now still higher since this deal came about.
Also i personally hated the idea of Microhoo... I like various of Yahoo's offerings (groups, flickr, etc) so hated the idea of it being trashed by MS, if these shareholders actually cared about technology (not a chance!) then they'd be happy Yahoo will remain independent of the company which would essentially assimilate and then destroy anything good that was Yahoo!.
I wouldn't be surprised if Ballmer walking away was just another dirty MS tactic to make them pull the carpet from under Yang and then make it easy to get back-door entry!
To the Anonymous Cowards above,
The point is, no matter how much or little you like the idea of a Microhoo, the Yahoo! board and its CEO are there to serve the shareholders and no one else - that is the reality of being a public company.
The shareholders have every right to be pissed off if their appointed CEO screws them out of a 70% premium on their shareholding.
Jerry Yang has already lost this game - he should have kept Yahoo! ahead of the curve instead of letting it languish to the point where it has more value as an acquisition than a stand alone company.
Just my $.02 worth... I'll get my coat - mine's the one in cashmere with the silk lining...
@5:56: They have every right to "moan" because it's not the board's company, it's the shareholders' company.
@7:41: These are not old biddies in cardigans launching this lawsuit. These are hard-nosed investment professionals in very shiny suits acting on behalf of thousands of old biddies, being in charge of billions of dollars worth of their money. Do not underestimate pension funds.
This is exactly the case that shows why there is something wrong with "Capitalism". I don't see many people killing themselves because they'll earn more money by dying, but it seems like companies are legally obliged to do exactly this if it increases the share value.
I assure you that the reason these shareholders were happy about a Microsopht takeover was because they'd short sell the entire Yahoo! stock as soon as it went up. Then they'd sail off with their boatload of plundered earnings while Yahoo is ripped apart by MS.
As some have pointed out, the shares are already above the pre-Microhoo offer, so if they are so whiny they should sell stock and stop whining. See, investing in the stock market is kind of gambling; the board of directors should be able to decide what's best for THE COMPANY, not for some dudes shouting "Show me the money!". Oh well...
@ Daniel B. above---
I largely agree with your point, and also find vile that "funds" representing anonymous "shareholders" can sue because their favored little engine of growth decided not to throw itself on it's own sword for their personal pleasure.
However, this concept of constant capitalist growth is dictated by the rules governing positive-interest money. The very design of this one exchange medium essentially requires a culture response interested in greed and the liquidation of anything into money, at the expense of non-monetary value (good companies, trees, modest homes, etc).
It's a pretty serious failing, and one that must be addressed -- perhaps, as some have suggested, by creating additional non- or negative-interest currencies along side current money -- if humanity wants to avoid ridiculous boom-crash cycles that leave people (and companies) dead while the food sits just outside their border.
Personally speaking, I'd rather Microslosh not own and ruin Flickr (a Yahoo! subsidiary), and so I support Yang's yin decision.
"The Yahoo! board and its CEO are there to serve the shareholders and no one else - that is the reality of being a public company."
Is that true? Really really? Like, for real?
On the other scale of interpretation, aren't the investors funding these guys to do whatever they want, and taking the risk that what they want is not bringing back any money?
That I know, if a start-up goes under, the venture capitalists cannot sue the head of the start-up. They trusted the guy, if the trust was misplaced, that's too bad for them.
If the only thing that mattered was money for the shareholders, you would actually see undervalued companies firing all employees and selling all their assets - by themselves, without waiting for a corporate raid. How often does that happen?
The way I see it, they can vote to kick Yang out, but not sue him.
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