The unofficial reason: internal disputes between shareholders

May 23, 2008 11:08 GMT  ·  By

It appears that Microsoft's bidding for Yahoo! has brought the company to an internal dispute between some of its major shareholders. Carl Icahn is the man responsible for the internal quarrel, and also the one who has set his mind on taking down the existing board of directors. The reason behind his actions appears to be the way the current management has handled Microsoft's takeover approach back in February.

This might also be the unofficial reason behind Yahoo's postponing its annual general meeting. The meeting, which was supposed to take place on July 3, was officially postponed to allow the US Securities and Exchange Commission time to verify the company's preliminary proxy materials. The announcement, made in a SEC filing, comes right after Carl Icahn expressed his desire to hold the current management responsible for not taking Microsoft's offer into better consideration.

Microsoft's offer officially expired after the software giant's chief executive Steve Ballmer announced that Microsoft had lost interest in the Sunnyvale-based company. But at this moment, Yahoo! is still in talks with Microsoft regarding a deal which involves its advertising search business. The dispute with Mr. Icahn might bring these talks to an undesired stop. With the newly extended timetable, the current Yahoo! administrative board might have just enough time to peacefully talk with Microsoft.

In the above mentioned SEC filing, Yahoo! also announced that two individual shareholders intended to nominate themselves to the board. On top of that, a third shareholder is expected to nominate an alternate slate of nine directors to the board. Yahoo! also disclosed that director Ed Kozel had left the company, meaning that the current board of directors counts only 9 out of 10 members. Ed Kozel revealed that he was intending to resign before the initial Microsoft approach.

These arguments that are currently taking place inside Yahoo! will most probably leave their mark on the company's financial performance, leaving Microsoft, or any other interested company, with the possibility of an easy takeover.