April 28, 2008 9:35 AM PDT

Yahoo director battle-tested on 'hostile' takeover fights

Posted by Dawn Kawamoto

Editor's note: This post incorrectly listed Yahoo director Ron Burkle as having been involved in a proxy fight against Southern California grocery chain Stater Bros. According to a spokesman for Burkle, he was never involved in a proxy fight at Stater Bros. and left the company prior to 1986.

As Yahoo and Microsoft prepare to do battle now that the software giant's Saturday deadline has come and gone, don't think of the Internet pioneer as a 20-pound weakling when it comes to takeover attempts.

One member of Yahoo's board, Gary Wilson, is battle-tested - he's waged proxy wars in the past.

Wilson, in fact, is currently serving on a dissident shareholder board for The Children's Investment Fund (TCI), a London-based hedge fund and shareholder activist that has launched a proxy fight against railroad transportation company CSX.

CSX will hold its annual shareholders meeting on June 25 in New Orleans. Wilson is one of five TCI opposition slate directors aiming for a seat on CSX's 12-member board.

Turning the clock back a few years further, Wilson, according to a lengthy May 1995 BusinessWeek article by David Woodruff and Ronald Grover, played a key role in a Chrysler buyout attempt that ultimately went to Kirk Kerkorian.

According to the BusinessWeek article:

"The idea of a Chrysler buyout first surfaced in October, the brainchild of Gary Wilson, co-chairman of the company that controls Northwest Airlines Inc. After talking with his old pal Robert A. Day, head of Trust Co. of the West, owner of 7.6 million Chrysler shares, Wilson decided the company was a juicy takeover target. It's stock was down, and its cash approached $7 billion. Wilson decided to propose a management-led effort to take Chrysler private."

Ultimately, Kerkorian took the lead on that effort, waging a proxy fight for Chrysler.

And in 1989, Wilson played a key role in the buyout of Northwest Airlines, according to a Fortune magazine article.

Hmm...Yahoo's stock is down. It's obviously a juicy takeover target in the eyes of Microsoft. Maybe the software giant needs to enlist the help of Wilson.

And, so, while Yahoo's founder Jerry Yang has been characterized as milquetoast in comparison with the big, beefy, and loud Microsoft CEO Steve Ballmer, he does have two directors who have been through the go-around before sitting by his side--not to mention a virtual army of advisers.