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July 18, 2008 7:04 AM PDT

Icahn's latest lament: Et tu, Legg Mason?

Posted by Charles Cooper
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This wasn't the sort of reaction Carl Icahn was expecting from his former buddies on Wall Street.

Legg Mason Capital Management, which controls about 4.4 percent of outstanding Yahoo stock, plans to back management at the company's shareholders meeting next month. Could it be that Legg Mason thinks he's as clueless as Yahoo claims he is when it comes to managing a complex technology company?

Bill Miller, chairman and chief investment officer of Legg Mason, said Friday in a statement that Legg Mason would prefer the feuding sides reach a settlement and "end this disruptive proxy contest."

But so much blood has been spilled that no one involved believes that scenario is likely. As a result, Miller and his company are giving the nod to Yahoo CEO Jerry Yang.

"We believe the current board acted with care and diligence when evaluating Microsoft's offers," Miller said. "We believe the board is independent and focused on value creation for long-term shareholders."

Win some, lose some. But this is a big loss on Icahn's home turf.

The guy may not know how to navigate around a personal computer, but he knows Wall Street like the back of his hand. So if Icahn, one of the guys who wrote the book on greenmail, couldn't win over one of his own--Et tu, Brute?--you have to wonder about his chances at the showdown with existing management on August 1.

Charles Cooper has covered technology and business for more than 25 years. Before joining CNET News, he worked at the Associated Press, Computer & Software News, Computer Shopper, PC Week, and ZDNet. E-mail Charlie.
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Add a Comment (Log in or register) 12 comments
by lmasanti July 18, 2008 7:35 AM PDT
Maybe Microsoft "greenmailed" Icahn to do the dirty work (bad cop/good cop) and now the "always wanted to be partners" can get along.
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by john55440 July 18, 2008 8:36 AM PDT
What a mess. Yang missed a golden opportunity to maximize shareholder value, when he refused to negotiate with Microsoft in good faith, in the initial deal. Ichan is just interested in quick cash. The end result? Yahoo will most retain a grossly incompetent CEO and a grossly incompetent board of directors.
Reply to this comment
by Renegade Knight July 18, 2008 2:27 PM PDT
You don't maximize shareholder value by selling out to a company that needs your company to achieve it's own growth goals. Instead you maximise that value be being the company that Microsoft is trying to become. Except without Microsoft acting as an anchor you can do it a lot quicker and leverage shareholder value much more effectivly. The only winner in Microhoo is MicroSoft.
by The_Decider July 18, 2008 3:00 PM PDT
How could MS win? They would have gone into debt. They would have lost most, if not all of the talent at Yahoo. They would have a bunch on code that doesn't run on Windows.

If Yahoo sold out, MS would have died from this deal. Microsoft should be thanking Yang.
by rdean July 19, 2008 5:39 AM PDT
What the pro-Icahn folks fail to realize is that a merger transaction doesn't solve either company's problems. To create shareholder value, they still have to integrate operations and achieve economies of scale. If the companies had similar operating cultures, technology platforms, and products, this wouldn't be a big deal.

Those who hate Yang as CEO fail to see that *this* merger isn't in the best interests of Yahoo shareholders, and it ultimately wouldn't be very good for Microsoft shareholders, either.
by Sumatra-Bosch July 18, 2008 8:41 AM PDT
Icahn is a clown. Legg Mason and Capital will flick this idiot and his pet, the Boy Fuhrer from Duncan Hines.
Reply to this comment
by Remo_Williams July 18, 2008 8:45 AM PDT
Maximizing shareholder value is the last thing Yahoo should do. Providing a superior web experience should come first, and managing their company second. The shareholders haven't done anything to merit consideration -- in other words, take your shares and sell them, or shut up.

-R
Reply to this comment
by Sumatra-Bosch July 18, 2008 10:19 AM PDT
Those poor victimized shareholders. Can someone call the Red Cross?
Reply to this comment
by hutwarmer July 18, 2008 11:22 AM PDT
To John55440,

I am so tired of hearing this garbage about Yahoo not negotiating in 'good faith'. What the hell does that mean. MS came to the table with 31 dollars a share. Yahoo wanted 37 dollars a share. That is where the negotiating begins. By throwing out the 37 dollar counter offer, they were attempting to negotiate. 33 dollars a share, the number that everyone banters about, WAS NEVER BROUGHT TO THE TABLE FOR SHAREHOLDERS. It was an offer made orally. That counts for absolutely nothing. $31 was the only number ever put in writing. Let me ask you something, when you walk into a car dealer, do you accept the first number they give you? If you do your a fool. So as much as everyone wants to twist this, it is really MS who did not negotiate in good faith. If MS REALLY wanted this company, split the difference and bring $34 a share to the table. If that is not accepted, than I would say Yahoo isnt looking out for their shareholders.
Reply to this comment
by Sugiarto Setiabudi July 18, 2008 11:45 AM PDT
There is no wrong with Bill niller in endorsing the incumbent Yahoo;s board.
But, There is wrong in colloborating between Carl Icahn and Steve Ballmer iin talking about illegal hostile taking over control of Yahoo,fue to Carl Icahn has no rights to do so.

Steve Ballmer should do negotiate with legitimate persons who are have discretion power in discharging corporate strategy for the best long term interest of company,not only shareholders.
Reply to this comment
by i_made_this July 18, 2008 12:09 PM PDT
Bill Miller is one heck of a smart guy who understands tech investing. The market listens carefully when he talks about a major Legg Mason tech position in play, in a way that the market doesn't listen to Carl Icahn. Miller had to acknowledge Icahn's recent market interference and "grant him" one or two seats on the Yahoo board just to shut him up. That's what Legg's announcement's all about - a public vote of confidence for the current Board and Management of Yahoo, aimed at Icahn, analysts, stakeholders and consumers.
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by mojojam July 19, 2008 8:49 PM PDT
Recently read the voting forms. Besides the difference between the Directors, the Icahn form recommends a "Yes" for "Stockholder proposal regarding pay-for-superior-performance" whereas the other form recommends "No."

I would think this, with Icahn's Board of Directors that has little experience in running a technology company, clearly indicates what Icahn is up to. Maximum profit for him and his Board with a "superior performance" bonus and be damned the stockholder profits.
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About Coop's Corner

Charles Cooper has covered technology and business for more than 25 years. A graduate of Queens College and Columbia University, Cooper began his career in journalism at the Associated Press before moving to technology coverage. Before joining CNET News, he worked at Computer & Software News, Computer Shopper, PC Week, and ZDNet. He received the Excellence in Journalism award from the Northern California branch of the Society for Professional Journalists for column writing.

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