Yahoo shareholders reject censorship, executive pay proposals
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Blog: They also re-elect all board members at shareholder meeting Tuesday.
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With Yahooâs shares up slightly on the news that its board has officially rejected the $31 a share bid from Microsoft, it appears investors are betting the company is looking for a better deal.
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SANTA CLARA, California  - Yahoo Inc.  shareholders voted down proposals to tie executive pay to competitive performance and challenge the company's human rights policies in China at their annual meeting on Tuesday.
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Computer Associates International&#39;s shareholders defeated a proposal yesterday that could have forced senior executives to give back performance-based bonuses.
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Yahoo Inc  is set to reject  Microsoft Corp's  unsolicited bid, now worth $42  billion, as too low, a source familiar with the situation told  Reuters on Saturday -- the first clear signal the board might  be prepared to negotiate and sell the Internet media giant.
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A federal appeals court rejected on Monday an effort by Yahoo Inc. (YHOO.O: Quote, Profile, Research) to have US courts step into a battle over the sale of Nazi paraphernalia in France.
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Yahoo has introduced two new severance plans that will protect its employees if&#160;Microsoft&#39;s unsolicited takeover bid&#160;is successful, it said in filings with the U.S. Securities and Exchange Commission (SEC) on Tuesday.The new plans filed make all full-time employees eligible for severance pay equal to base salary for four months to 24 months, depending on the employee&#39;s job level. Health and dental coverage is also included.The maximum protection of 24 months&#39; salary will be offered to CEO Jerry Yang, Chief Financial Officer Blake Jorgensen, and certain other executives still employed by the company and named in the SEC proxy filing for Yahoo&#39;s 2007 annual general meeting. That list includes former CFO Susan Decker, now president of the company, and Executive Vice President, General Counsel and Secretary Michael Callahan. Others listed in the proxy filing have already left the company, including former Chairman Terry Semel, former Chief Operating Officer Daniel Rosensweig and former Chief Technology Officer Farzad Nazem.The benefits take effect if an employee&#39;s contract is terminated without cause by Microsoft -- or another acquirer -- or if the employee leaves with good reason within two years of a change of ownership.The severance plans are designed to help retain employees, help maintain a stable work environment and provide certain economic benefits to the employees in the event their employment is terminated, according to Yahoo.Yahoo&#39;s filing came the same day that news reports suggested Microsoft is preparing a campaign to win shareholder support for changes to Yahoo&#39;s board.&#160;
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Microsoft said&#160;its $44.6 billion offer to purchase Yahoo&#160;is &quot;fair&quot; and hinted that it may pursue a hostile takeover of the Internet company, according to a statement Microsoft made Monday in response to&#160;Yahoo&#39;s formal rejection of its buyout offer.In a statement, Microsoft said it&#39;s &quot;unfortunate&quot; that Yahoo &quot;has not embraced&quot; its proposal to combine the two companies, and the rejection of the offer &quot;does not change our belief in the strategic and financial merits of our proposal.&quot;The company also hinted that it may take the offer directly to Yahoo&#39;s shareholders, a move that could result in a hostile takeover.&quot;As we have said previously, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo&#39;s shareholders are provided with the opportunity to realize the value inherent in our proposal,&quot; Microsoft said in its statement.Earlier Monday, Yahoo formally rejected Microsoft&#39;s bid to acquire the company in a half-stock/half-cash purchase, saying it undervalued Yahoo.On Feb. 1, Microsoft offered to pay $31 per share for half of Yahoo&#39;s outstanding shares in cash -- about $22.3 billion -- and 0.9509 of a Microsoft share for the other half. Microsoft&#39;s half-cash/half-stock offer to Yahoo was valued at about $44.6 billion at the time it was made; Yahoo&#39;s share price was $19.18 at the time.However, since then Microsoft&#39;s stock has gone down while Yahoo&#39;s has risen, making the deal, under its current terms, worth less than when it was originally offered. This led to speculation that Yahoo might look for other suitors; the company is reportedly looking for about $40 per share. Yahoo&#39;s share price closed at $29.87 Monday; Microsoft&#39;s closed at $28.21.Some have speculated that Microsoft would raise its offer to the company to about $35 per share -- about midway between its original offer and Yahoo&#39;s target price -- but in its statement on Monday, the company seemed adamant about keeping the offer as it stands.&quot;We are offering shareholders superior value and the opportunity to participate in the upside of the combined company,&quot; Microsoft said. &quot;Based on conversations with stakeholders of both companies, we are confident that moving forward promptly to consummate a transaction is in the best interests of all parties.&quot;Microsoft&#39;s offer to purchase Yahoo is an attempt to join forces and improve both companies&#39; positions against Google in online advertising and services. However, many questioned both the logistical complexity and cultural differences involved in combining the companies, and there are fears that it will thwart rather than help their efforts to compete with Google.Yahoo is reportedly in talks with both AOL and Google to try to avoid being acquired by Microsoft. Analysts said Monday that Yahoo&#39;s initial rejection of the offer is more of an attempt to elicit a higher bid -- either from Microsoft or another company. If none comes, the company might decide in the future to accept Microsoft&#39;s offer as it stands, they said.
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Yahoo Inc. has formally rejected Microsoft Corp.'s $44.6 billion takeover bid as inadequate
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Microsoft Corp  will  authorize a proxy battle for Yahoo Inc  this week to  convince the Web company's shareholders to agree on a takeover  deal that the Yahoo board so far has rejected, the New York  Times' Dealbook blog said on Tuesday.
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By Bruce Einhorn and Ben Elgin  Google, Yahoo! and Microsoft endured a wave of public disapproval earlier this year over their compliance with Chinese censorship of their websites.
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Yahoo Inc's  board  believes Microsoft Corp's  unsolicited bid of $44.6  billion to acquire Yahoo "massively undervalues" the company  and directors are set to reject the offer, the Wall Street  Journal reported on Saturday, citing an unnamed source.
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Microsoft Corp will authorize a proxy battle for Yahoo Inc this week to convince the Web company's shareholders to agree on a takeover deal that the Yahoo board so far has rejected, the New York Times' DealBook blog said on Tuesday.
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Yahoo&#39;s board of directors plans to reject&#160;Microsoft&#39;s unsolicited $44.6 billion takeover bid,&#160;The Wall Street Journal reported Saturday, citing as its source &quot;a person familiar with the situation.&quot;According to the report, the source said the Yahoo board has determined that the $31-per-share offer &quot;massively&#160;undervalues&quot; the online services company. In addition, Microsoft&#39;s buyout bid doesn&#39;t take into consideration the business risks that Yahoo would be taking if it entered into an agreement that in the end might not be approved by government regulators, the source told the Journal.According to the Journal, Yahoo&#39;s board intends to send Microsoft a letter on Monday, detailing its position.A Yahoo spokeswoman declined to comment on the report today. &quot;We are not providing details on the board&#39;s review process,&quot; she wrote. &quot;Yahoo&#39;s board is carefully and thoroughly evaluating the Microsoft proposal in the context of all of the company&#39;s strategic alternatives, and will pursue the best course of action to maximize long-term value for shareholders.&quot;Microsoft, which announced its offer for Yahoo on Feb. 1, couldn&#39;t be reached for comment today. The offer is a combined cash-and-stock deal; in announcing the bid, Microsoft said Yahoo shareholders could choose to receive either cash or Microsoft stock, although it added that the total consideration would be equally split between the two forms of payment.Yesterday, published reports said that Yahoo&#39;s board was meeting to discuss the offer.Yahoo is still evaluating other options,&#160;including a search advertising partnership with Google, according to today&#39;s report by the Journal. It also may still be open to a longer negotiation with Microsoft: The Journal said it was told by the source that Yahoo would be unlikely to consider any offers below $40 per share.If so, that would require Microsoft to raise its original offer by at least 29 percent, or about $13 billion. In other words, the cost for Microsoft to become a more credible rival to Google in the search and online advertising markets could start at about $57.6 billion.Google has been doing what it can to scuttle the Microsoft takeover bid, including playing the antitrust card by asking, in a blog post by one of its executives last Monday, whether Microsoft might &quot;attempt to exert the same sort of inappropriate and illegal influence over the Internet that it did with the PC?&quot;Microsoft quickly shot back, issuing a statement saying that a combination of it and Yahoo merger would &quot;create a more competitive marketplace.&quot;(Eric Lai contributed to this story.)Computerworld is an InfoWorld affiliate.
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Yahoo Inc's board of directors is to meet on Friday to discuss Microsoft Corp's $44.6 billion buyout offer, the TechCrunch blog said, citing unnamed sources.
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By Stephen Foley  The American internet company Yahoo! has defended its record on human rights in China, and said it was asking the US government to challenge censorship in the communist country.
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Yahoo Inc rejected  Microsoft Corp's unsolicited $41.6 billion takeover offer as  too low on Monday, forcing the software maker either to sweeten  the bid or adopt a hostile approach to clinch a deal.