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[News] [Rival] Microsoft and Icahn May Have Broken the Law

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What Is the Next Step in the Microsoft-Yahoo ‘Monkey Dance’?

,----[ Quote ]
| Perhaps its most surprising decision was to openly ally itself with Carl 
| Icahn. Some M&A lawyers believe that by joining forces with the graying  
| raider, Microsoft may have exposed itself to SEC proxy solicitation rules 
| that require participants in a proxy fight to disclose their involvement.  
| 
| While a potential violation on Microsoft’s part may be academic now that the 
| proxy fight is over, the episode underscores the uncomfortable position 
| Microsoft put itself in through its Icahn affiliation.   
| 
| [...]
| 
| Such statements could be construed as tacit endorsements of Icahn’s cause or 
| even solicitation material and may have violated the SEC’s rules, legal 
| experts say. The remedy for such violations is greater disclosure, in which a 
| party must typically file lots of paperwork with the SEC. “It’s a clear 
| violation,” says Antony Page, a law professor at Indiana University who 
| specializes in M&A. “The courts interpret solicitation broadly.” The SEC 
| declined to comment on whether it is looking into the matter.      
`----

http://blogs.wsj.com/deals/2008/07/22/whats-the-next-step-in-the-microsoft-yahoo-monkey-dance/

...Like bullies such as Microsoft and Icahn actually care. They break the law
all the time, which is why prison is a more suitable place to be.


Recent:

Yahoo gives prime Net real estate to Icahn-bashing site

http://news.cnet.com/8301-1023_3-9994171-93.html?part=rss&subj=news&tag=2547-1_3-0-20
http://tinyurl.com/6b8h62


Beware Microsoft's Mistake: Looking Desperate

,----[ Quote ]
| You remember that old dating wisdom about playing hard to get? Turns out it
| might apply to the business world, too.
|
| Consider Microsoft MSFT, which opened the door this week on yet another
| possible takeover of Yahoo! YHOO. Just when it seemed like Microsoft had
| finally walked away from a potential deal, the company admitted they're still
| open to negotiations -- provided Yahoo! ditches its current board of
| directors.
|
| How do the maneuverings of two tech giants apply to small business? The
| lesson is in the way this ongoing back-and-forth is affecting Microsoft's
| reputation. It's fine to be aggressive in going after what you want. But act
| too desperate -- or come across like a bully -- and you'll lose the battle of
| public opinion. Microsoft can afford to look like the bad guy, but can you?
`----

http://www.thestreet.com/s/beware-microsofts-mistake-looking-desperate/newsanalysis/small-business-blog/10426366.html?puc=googlen&cm_ven=GOOGLEN&cm_cat=FREE&cm_ite=NA


Microhoo: Ballmer takes off his gloves

,----[ Quote ]
| What Ballmer means: Jerry, you are making us both look bad. It's time to get
| in gear, and if I have to bring on the irate dancing monkey and go straight
| to the shareholders, I will.  
`----

http://www.news.com/8301-13953_3-9912291-80.html?part=rss&subj=news&tag=2547-1_3-0-20


Microsoft Threatens Yahoo Board With Proxy Battle, Lower Bid

,----[ Quote ]
| Microsoft Corp. Chief Executive Steven A. Ballmer threatened Yahoo Inc.
| directors with a hostile takeover of the company if they don't reverse course
| and agree to a deal within the next three weeks.  
`----
http://online.wsj.com/article/SB120741922713292671.html?mod=googlenews_wsj


Microsoft gives Yahoo three weeks to do a deal

,----[ Quote ]
| Microsoft on Saturday issued an ultimatum to Yahoo, giving the Internet
| search pioneer three weeks to enter formal merger negotiations and conclude a
| deal.  
|
| The software giant threatened to launch a proxy fight to unseat Yahoo's board
| of directors, as well as take its case straight to Yahoo investors should no
| deal be reached in that period.  
|
| And as a further cattle prod in getting a deal consummated, Microsoft
| threatened to lower its existing bid, citing how Yahoo's value will be hurt
| if it needs to resort to such hostile means.  
`----

http://www.news.com/8301-10784_3-9912349-7.html?part=rss&subj=news&tag=2547-1_3-0-20


Bear Stearns's Advice To Microsoft

,----[ Quote ]
| Co-founder Bill Gates can't be thrilled with watching
| Ballmer drain the company's cash. He didn't get so rich by buying at the top
| ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
| of the market.  
`----

http://www.forbes.com/technology/2008/03/17/microsoft-bear-stearns-tech-ebiz-cx_ec_0316msft.html


Microsoft says to borrow money for Yahoo deal

,----[ Quote ]
| Microsoft Corp said on Monday it may borrow money for the first time in its
| history to fund a portion of its $44.6 billion unsolicited offer for Yahoo
| Inc.  
`----

http://www.reuters.com/article/companyNews/idUSN0455692920080205


Yahoo says Microsoft's bid is distracting workforce

,----[ Quote ]
| Yahoo stated the obvious in its annual report on Wednesday by saying
| Microsoft's bid to buy the company is distracting executives and employees.
`----

http://www.news.com/8301-10784_3-9881216-7.html?part=rss&subj=news&tag=2547-1_3-0-20


Yahoo sued by Chinese dissidents again

,----[ Quote ]
| Yahoo faces another lawsuit over its actions in China. Several Chinese men
| are suing the company and its Hong Kong subsidiary claiming they were harmed
| because of Yahoo's cooperation with the Chinese government.  
`----

http://www.news.com/8301-10784_3-9881042-7.html?part=rss&subj=news&tag=2547-1_3-0-20


Microsoft's IBM Moment

,----[ Quote ]
| News Commentary: Microsoft can only lose if it enters into a proxy fight
| against Yahoo.
|
| Supposedly, Microsoft is ready to make a hardball maneuver to replace Yahoo's
| board of directors. A proxy fight would be a highly aggressive move from a
| company that for years sought to remake its tarnished public image. Antitrust
| cases on two continents portrayed Microsoft as a bully, which is a label a
| Yahoo hostile takeover may just revive.    
`----

http://www.microsoft-watch.com/content/corporate/microsofts_ibm_moment.html?kc=MWRSS02129TX1K0000535


Microsoft Usually Doesn’t Do This Sort of Thing. Except It Does. All The Time.

,----[ Quote ]
| When Microsoft proposed its $31 a share takeover of Yahoo, the deal’s rich
| 61% one-day premium seemed a necessary part of the audacious bid: at a price
| like that, who could refuse?  
`----

http://blogs.wsj.com/deals/2008/02/15/microsoft-usually-doesnt-do-this-sort-of-thing-except-it-does-all-the-time/?mod=yahoo_hs


Microsoft to Authorize Proxy Fight at Yahoo

,----[ Quote ]
| In an escalation of its fight for Yahoo, Microsoft will authorize a proxy
| fight at the Internet company this week, people briefed on the matter told
| DealBook. Unless Yahoo quickly reverses course and enters into talks,
| Microsoft would then seek to nominate a slate of directors to Yahoo’s board
| by March 13, the final deadline for nominations, and pursue a lengthy
| campaign to oust the board.    
`----

http://dealbook.blogs.nytimes.com/2008/02/19/microsoft-to-authorize-proxy-fight-at-yahoo/index.html?hp


Why Microsoft Should Fret

,----[ Quote ]
| But what if at stake in the battle isn't just Microsoft's position in selling
| ads, but the very survival of its core software business? Microsoft would
| never admit that so much is on the line.  
`----

http://online.wsj.com/article/SB120277476716860601.html?mod=yahoo_hs&ru=yahoo


Microsoft to take case to Yahoo shareholders: report

,----[ Quote ]
| The board believes Redmond, Wash.-based Microsoft is trying to take advantage
| of some recent weakness in Yahoo's share price in order to "steal" the
| company, the report said.  
`----

http://www.marketwatch.com/news/story/microsoft-take-case-yahoo-shareholders/story.aspx?guid=%7B7F963245%2D5B26%2D4A77%2D8D18%2D4D2122A9D4AE%7D&siteid=yhoof
http://tinyurl.com/3dpl6n


Options Before Microsoft: Upping Bid; Tender Offer; Hostile Takeover; Pressure
Tactics

,----[ Quote ]
| Hostile board overthrow: This would be the most contentious, and Microsoft
| has indicated its willingness to go through with this if need be: it could
| seek to oust Yahoo's board at its next election; it would have until March 13
| to nominate a new slate of directors. Yahoo has taken "poison pill"
| provisions, and Microsoft have to oust the board to get past these
| provisions.    
`----

http://biz.yahoo.com/paidcontent/080209/1_319741_id.html?.v=1


Microsoft Replies To Yahoo Rejection

,----[ Quote ]
| The response to Yahoo's "no thanks" to a $44.6 billion acquisition held the
| not-so-subtle threat of a more aggressive takeover action by Microsoft.
|
| [...]
|
| "The Yahoo response does not change our belief in the strategic and financial
| merits of our proposal. As we have said previously, Microsoft reserves the
| right to pursue all necessary steps to ensure that Yahoo!’s shareholders are
| provided with the opportunity to realize the value inherent in our proposal,"
| Microsoft said in their statement.    
`----

http://www.webpronews.com/topnews/2008/02/11/microsoft-replies-to-yahoo-rejection


Microsoft rejects Yahoo! rejection

,----[ Quote ]
| Steve Ballmer still wants to swallow Jerry Yang's company.
`----

http://www.regdeveloper.co.uk/2008/02/11/microsoft_still_wants_yahoo/


Dueling Fools: Microsoft Bear

,----[ Quote ]
| You don't need to watch the 'I'm a Mac, I'm a PC' commercials to see that
| Microsoft is taking a beating. You see it in the company's financials where
| its online unit, incredibly, is operating at a loss; overheating Xbox 360
| consoles find the company taking a huge warranty hit for a system losing
| market share to the Wii; and the upgrade wave of its flagship operating
| system has been more of a ripple than a tsunami. That last point is
| important. This was supposed to be Microsoft's final feast, the major last
| hurrah for its Windows Vista operating entry and its Office 2007 suite of
| applications before the inevitable embrace of cheaper open source operating
| systems and Web-based apps... In fact, even Microsoft will tell you that its
| fortunes peaked several months ago.          
`----

http://www.fool.com/investing/value/2008/01/23/microsoft-bear-argument.aspx


Is Microsoft All Bark and No Bite Anymore?

,----[ Quote ]
| I'm telling you: Microsoft-Yahoo ain't happening. And for those of you who
| say I never admit when I'm wrong: be sure to bring this post up if
| Microsoft-Yahoo ever does happen.  
`----

http://penguinpetes.com/b2evo/index.php?title=is_microsoft_all_bark_and_no_bite_anymor&more=1&c=1&tb=1&pb=1
http://tinyurl.com/3ypttg


Microsoft's Last Big Beat: Internet Domination or Death

,----[ Quote ]
| What can $44.6B USD mean? Well, for Microsoft (MSFT) it may mean the cost of
| survival.
`----

http://seekingalpha.com/article/63876-microsoft-s-last-big-beat-internet-domination-or-death?source=yahoo


Microsoft results hit its shares

,----[ Quote ]
| Microsoft has spent much of this year trying to buy Yahoo and made its latest
| attempt via a joint offer with the investor Carl Icahn last weekend.
|
| "It's back and forth with Yahoo and Microsoft every day," said Sid Parakh, an
| analyst at McAdams, Wright, Ragen.
|
| "That's distracting for investors and employees and even advertisers."
`----

http://news.bbc.co.uk/1/hi/business/7513159.stm
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