Yahoo Sued for Spurning Microsoft

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Lawyers representing Detroit's police and fire retirement system have filed a lawsuit against Yahoo claiming they breached their duties to shareholders in trying to thwart a takeover by Microsoft. This just keeps getting better and better.

According to the lawsuit, Yahoo's board is pursuing "value-destructive" third-party deals in an effort to fight off Redmond, Wash.-based Microsoft, which on Feb. 1 announced a takeover bid of $31 per share in cash and stock, a 62 percent premium over Yahoo's previous day's closing price.
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Hahah.....
Tech hippies meet the real world: Lawyers :p
 
Hardly surprising. MS gave Yahoo a good offer. The moment Yahoo rejected it, this was obviously going to happen (whether or not MS "encouraged" it will be left up to the conspiratists)
 
Good to hear someone is policing these Damn Tech Hippies.

God I hate hippies. Yahoo is a public company and ultimately they have a fiduciary responsibility to their shareholders. I hope they pay out big time for their pompousness.

MS offer seemed fair. The worst Yahoo should have dont is pushed for a couple extra dollars. All these silly mergers are as teh suit listed (value destructive). The directors at yahoo who seem to have forgoten how to to run a company are about to lose their jobs ;).
 
Can't say I didn't see this coming. Yahoo's inability to run a company has been apparent for a while. Especially considering that they have higher traffic than Google but obviously have no idea how to capitalize on it.
 
Took longer then I expected. Yahoo's board of directors stole tens of billions from investors when they refused an offer on "principle".
 
wtf do retired cops and FF have to do with this, i assume share holder or some crap?
 
lol

so sue MS cause your choosen company made a bad investment..LOL welcome to the world of investments, sue your provider, they made the choice of who to intvest in..
 
You dont understand. First they are suing Yahoo.
Second they could sue their investment provider but thats a much harder suit. As sharholders they can sue yahoo for breaching a fiduciary duty to them.

Every board of directors has a fiduciary duty to their shareholders. Yahoo's board acts like they own the company when in actuality the shareholders do. They have to do what is best for the shareholders not what is best for the directors. If they do not to that they are liable.
 
solo16 said:
You dont understand. First they are suing Yahoo.
Second they could sue their investment provider but thats a much harder suit. As sharholders they can sue yahoo for breaching a fiduciary duty to them.

Every board of directors has a fiduciary duty to their shareholders. Yahoo's board acts like they own the company when in actuality the shareholders do. They have to do what is best for the shareholders not what is best for the directors. If they do not to that they are liable.
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QFT

This is from the article:

"An imminent proxy fight necessitates judicial intervention since it poses a deadline for Yahoo's board to place shares in friendly hands," according to the plaintiffs, who allege that Yahoo board members have placed "personal distaste for Microsoft" ahead of shareholder welfare.

"Regardless of their emotional ties to Yahoo and their desire to retain their positions as directors at the company, the Yahoo directors owe fiduciary duties to Yahoo and its shareholders," the lawsuit states.
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As I mentioned in another thread about this, Jerry Yang is behaving as if Yahoo is still *his* company, rather than the shareholder's company.
 
MrGuvernment said:
lol

so sue MS cause your choosen company made a bad investment..LOL welcome to the world of investments, sue your provider, they made the choice of who to intvest in..
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They're suing Yahoo!, not Microsoft.

Not only did Yahoo's executives refuse a great deal, but they openly did so not because it was a bad offer, but because they don't like Microsoft. Their job isn't to runt he company how they want to, their job is to do what's best for the shareholders. By refusing a deal for no other reason then not liking Microsoft they're breaking their legal responsibility to the shareholders, and are rightfully being sued for it.
 
yahoo resisted a hostile takeover, good for them... share holders care for nothing but profits, not for having a field of competition that breeds innovation, character, and better products. Consolidation goes against the principles of a free market by removing competition, stifling innovation, reducing customer choices, and building a MONOPOLY.

These shareholders see nothing wrong with MSs monopoly, Yahoo anticipated that regulators would.

I say let MSN trail and falter, their own strategies proved unsuccessful so they bring out the only strategy they have ever had, and that is buying out the real innovators, then putting them in chains and stifling all progress in the name of profit.

My hats off to Yahoo for listening to the people who really mattered... ITS CUSTOMERS. NOT its SHAREHOLDERS. You have created a better virtual landscape of tomorrow by doing so.
 
nobody likes the monopoliser but its illegal to resist becoming part of the monopoly... sounds like a big fat scam to me...
 
gaspah said:
nobody likes the monopoliser but its illegal to resist becoming part of the monopoly... sounds like a big fat scam to me...
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welcome to deregulated capitalism 101.. no wonder the chinese communists are scheduled to overtake us by 2010... for whom will they say god had blessed then and why..

I'm a social democrat, the style transparent Scandinavian governance, and the world can see what we seem to be blind to, that regulation is necessary because business cares for nothing but profits, there are no people in business other than those who make more for a company than they cost to employ..

EU has been hitting MS with lawsuit after lawsuit year after year, and its loosing billions for its monopolistic practices overseas.. it is only here that we see this as "business as usual".. but what can you expect from a candidacy of no-bid contracts to military contractors with blatant ties to the ruling party. They have turned the govt into a deregulated business and your pockets into their limitless credit cards. Want a solution to all these listed problems? fucking vote!
 
The Red said:
yahoo resisted a hostile takeover, good for them... share holders care for nothing but profits, not for having a field of competition that breeds innovation, character, and better products. Consolidation goes against the principles of a free market by removing competition, stifling innovation, reducing customer choices, and building a MONOPOLY.

These shareholders see nothing wrong with MSs monopoly, Yahoo anticipated that regulators would.

I say let MSN trail and falter, their own strategies proved unsuccessful so they bring out the only strategy they have ever had, and that is buying out the real innovators, then putting them in chains and stifling all progress in the name of profit.

My hats off to Yahoo for listening to the people who really mattered... ITS CUSTOMERS. NOT its SHAREHOLDERS. You have created a better virtual landscape of tomorrow by doing so.
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hostile takeover? they made an OFFER for MORE than the stock was WORTH.
gaspah said:
nobody likes the monopoliser but its illegal to resist becoming part of the monopoly... sounds like a big fat scam to me...
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what monopoly? yahoo doesn't make OSes or internet browsers. we're talking about internet searching and ad revenue, something that google is DOMINATING right now.
 
and btw, i think a company is obligated to at least listen to their shareholders. i mean, they do own part of the company....
 
As expected. If a merger fails, there will be a shareholder lawsuit. If a merger succeeds, there will be a shareholder lawsuit. There's always a lawsuit any time big money is in play.

This suit is premature. Yahoo should have rejected the first offer. The board would have breached their fiduciary duties if they accepted the first offer, when there is a possibility of a better offer. When you bought your car, did you pay the first price the saleman told you? If you did, send me a PM for more great deals...

If and when all offers are rejected, that is the time to sue. If the deal goes through, I expect lawsuits from Microsoft shareholders. Balmer's ego wins, Yahoo shareholders get paid more than Yahoo is really worth, and Microsoft shareholders see their stock value reduced. And Google comes out the big winner.
 
markt435 said:
hostile takeover? they made an OFFER for MORE than the stock was WORTH.
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and that is called a hostile takeover

what monopoly? yahoo doesn't make OSes or internet browsers. we're talking about internet searching and ad revenue, something that google is DOMINATING right now.
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Microsoft has several long standing monopolies on OSs, browsers, medical software, car software, network software..etc.. that it gained by stifling competition with monopolistic uncompetitive practices instead of making better products. This is MS seeking to monopolize in one area they are lacking by any means possible. Ad revenue, social networking, and search function.
 
The Red said:
yahoo resisted a hostile takeover, good for them... share holders care for nothing but profits, not for having a field of competition that breeds innovation, character, and better products. Consolidation goes against the principles of a free market by removing competition, stifling innovation, reducing customer choices, and building a MONOPOLY.

These shareholders see nothing wrong with MSs monopoly, Yahoo anticipated that regulators would.

I say let MSN trail and falter, their own strategies proved unsuccessful so they bring out the only strategy they have ever had, and that is buying out the real innovators, then putting them in chains and stifling all progress in the name of profit.

My hats off to Yahoo for listening to the people who really mattered... ITS CUSTOMERS. NOT its SHAREHOLDERS. You have created a better virtual landscape of tomorrow by doing so.
Click to expand...

The Red said:
welcome to deregulated capitalism 101.. no wonder the chinese communists are scheduled to overtake us by 2010... for whom will they say god had blessed then and why..

I'm a social democrat, the style transparent Scandinavian governance, and the world can see what we seem to be blind to, that regulation is necessary because business cares for nothing but profits, there are no people in business other than those who make more for a company than they cost to employ..

EU has been hitting MS with lawsuit after lawsuit year after year, and its loosing billions for its monopolistic practices overseas.. it is only here that we see this as "business as usual".. but what can you expect from a candidacy of no-bid contracts to military contractors with blatant ties to the ruling party. They have turned the govt into a deregulated business and your pockets into their limitless credit cards. Want a solution to all these listed problems? fucking vote!
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MS doesn't have a monopoly in the Internet search market. Not even close. This merger would have actually increased competition by creating a formidable competitor to Google. More competition is good, right?
 
meh... if google is makin a ton of money... great, good for them... can't say they've pissed me off once... Microsoft on the otherhand, every dollar they earn is like a knife in my chest... :D
 
HOCP4ME said:
MS doesn't have a monopoly in the Internet search market. Not even close. This merger would have actually increased competition by creating a formidable competitor to Google. More competition is good, right?
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you're missing my point.. they have one on everything BUT internet search, and they seek to gain the monopoly not through innovation but hostile tactics that reduce the amount of players in the internet search field..

Right now google is #1, Yahoo #2, and MSN#3... how is turning 3 choices into 2 not reducing competition?
 
The Red said:
and that is called a hostile takeover
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:rolleyes:

http://education.yahoo.com/reference/dictionary/entry/hostile takeover
hostile takeover

NOUN:
An acquisition of a firm despite resistance by the target firm's management and board of directors.
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as i said, they made an OFFER. they didn't come in and say, "clean out your offices, we're here to stay."

Microsoft has several long standing monopolies on OSs, browsers, medical software, car software, network software..etc.. that it gained by stifling competition with monopolistic uncompetitive practices instead of making better products. This is MS seeking to monopolize in one area they are lacking by any means possible. Ad revenue, social networking, and search function.
Click to expand...
OSs and browsers are one thing but the other things you listed are debatable. car software? so they come out with Sync installed on ONE car company's models (Ford and its companies) and its a monopoly now? and network software? seems to me linux is doing quite well in the server department (desktops are a different story). i'd LOVE to see some facts on the other things you listed.

ad revenue is dominated by google right now, social networking is dominated by myspace which is owned by news corp and search? hello...google?

as its been said, MS buying yahoo would have been better competition for google than what we have now. does google have to be charged in court for people to bitch about what markets they dominate? lol
 
The Red said:
yahoo resisted a hostile takeover, good for them... share holders care for nothing but profits, not for having a field of competition that breeds innovation, character, and better products. Consolidation goes against the principles of a free market by removing competition, stifling innovation, reducing customer choices, and building a MONOPOLY.

These shareholders see nothing wrong with MSs monopoly, Yahoo anticipated that regulators would.

I say let MSN trail and falter, their own strategies proved unsuccessful so they bring out the only strategy they have ever had, and that is buying out the real innovators, then putting them in chains and stifling all progress in the name of profit.

My hats off to Yahoo for listening to the people who really mattered... ITS CUSTOMERS. NOT its SHAREHOLDERS. You have created a better virtual landscape of tomorrow by doing so.
Click to expand...
LOL a MS monopoly. What are you doing on a forum? If I worked for google I wouldnt be posting nonsense on a forum, Id be out racing my yachts.

If you actually paid attention to public opinion about this merger you would find that it is overwhelmingly in favor of the buyout so that there might be some actual competition against Google. Yahoo is completely ignoring its customers and its shareholders by making brain dead decisions, eventually Google is going to put them out of business anyways.
 
The Red said:
yahoo resisted a hostile takeover, good for them... share holders care for nothing but profits, not for having a field of competition that breeds innovation, character, and better products. Consolidation goes against the principles of a free market by removing competition, stifling innovation, reducing customer choices, and building a MONOPOLY.

These shareholders see nothing wrong with MSs monopoly, Yahoo anticipated that regulators would.

I say let MSN trail and falter, their own strategies proved unsuccessful so they bring out the only strategy they have ever had, and that is buying out the real innovators, then putting them in chains and stifling all progress in the name of profit.

My hats off to Yahoo for listening to the people who really mattered... ITS CUSTOMERS. NOT its SHAREHOLDERS. You have created a better virtual landscape of tomorrow by doing so.
Click to expand...

You have no clue. Those SHAREHOLDERS are people like you and I (well maybe just I) who invest our savings into something that makes more sense then waiting for an RSP to mature. If you gave a company charge of your $10,000 with the comittment that they vest our interests and ensure the highest return for the short AND long term, then who are they to turn down an offer?

Just because you don't have 2 pennies, or the common sense to invest, doesn't mean that shareholders are evil. There are thousands of hard working people who own shares in companies like Yahoo, and to have a boardroom full of pompus grey haired old men decide that they don't like who's joining them in the sandbox- that is just an act of self preservation.

There is no way in h3ll that M$ would offer these morons (executive board) more than a gold watch and a thanks for running the company down.

There is lots of Wiki on how this crap works if you want to do some reading.
 
:rolleyes:

http://education.yahoo.com/reference/dictionary/entry/hostile takeover

as i said, they made an OFFER. they didn't come in and say, "clean out your offices, we're here to stay."
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"a takeover that is resisted by the management of the target company "

http://wordnet.princeton.edu/perl/webwn?s=hostile takeover

OSs and browsers are one thing but the other things you listed are debatable. car software? so they come out with Sync installed on ONE car company's models (Ford and its companies) and its a monopoly now? and network software? seems to me linux is doing quite well in the server department (desktops are a different story). i'd LOVE to see some facts on the other things you listed.
Click to expand...

Linux is doing well due to its own merit in the server market, Microsoft's tactics with Dell and Sun servers involved merit-bypassing financial incentives and exclusivity contracts. How do you not see how this practice leading to no competition, innovation, and worse software? ... Sync's contract is exclusive, alternatives were ignored, user options never even considered, and no bids taken. Theres a handful of companies with better voice recognition software than MS. The security and medical industry do not use MS voice software in their machines, I have seen it first hand. It is either in-house software, or from a handful of software firms dedicated to nothing but voice recognition based security installation, and they license their long developed software from them, usually for less if purchased with hardware.

ad revenue is dominated by google right now, social networking is dominated by myspace which is owned by news corp and search? hello...google?
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Again, based on innovation and merit, MS was HUGE long before Google was even a dream, these people innovated and gave us a genuinely better product while MS, having no competition, stalled and sat on their rear ends collecting royalties and enjoying merit-less market dominance till that dominance slipped away. MSN and Yahoo both came LONG before Google.. but it is this MERIT based innovation which made them actually sit up and try to innovate and change. MS does not like change, they only like dominance.

as its been said, MS buying yahoo would have been better competition for google than what we have now. does google have to be charged in court for people to bitch about what markets they dominate? lol
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You have 3 choices right now, Google, Yahoo, or MSN.. them becoming 2 choices will not push change but create two juggernauts to dominate the market.

Last but not least, MSs ethics are far worse than just dubious, where as Google is the darling of the free forward-looking tech world that was first looking for a clean and effective search engine, and ended up with becoming the most powerful tool on the internet through merit, dedication, and the right IDEOLOGY.
 
friedchicken said:
You have no clue. Those SHAREHOLDERS are people like you and I (well maybe just I) who invest our savings into something that makes more sense then waiting for an RSP to mature. If you gave a company charge of your $10,000 with the comittment that they vest our interests and ensure the highest return for the short AND long term, then who are they to turn down an offer?

Just because you don't have 2 pennies, or the common sense to invest, doesn't mean that shareholders are evil. There are thousands of hard working people who own shares in companies like Yahoo, and to have a boardroom full of pompus grey haired old men decide that they don't like who's joining them in the sandbox- that is just an act of self preservation.

There is no way in h3ll that M$ would offer these morons (executive board) more than a gold watch and a thanks for running the company down.

There is lots of Wiki on how this crap works if you want to do some reading.
Click to expand...

Forgive me if I believe in running a company the way I believe you should run a govt... not for the controlling minority elite, but for the majority who benefit from services returned to them by a corporation that wouldnt have 2 pennies, much less an IPO, if it wasnt for its customers and users.
 
zzatz said:
As expected. If a merger fails, there will be a shareholder lawsuit. If a merger succeeds, there will be a shareholder lawsuit. There's always a lawsuit any time big money is in play.

This suit is premature. Yahoo should have rejected the first offer. The board would have breached their fiduciary duties if they accepted the first offer, when there is a possibility of a better offer. When you bought your car, did you pay the first price the saleman told you? If you did, send me a PM for more great deals...

If and when all offers are rejected, that is the time to sue. If the deal goes through, I expect lawsuits from Microsoft shareholders. Balmer's ego wins, Yahoo shareholders get paid more than Yahoo is really worth, and Microsoft shareholders see their stock value reduced. And Google comes out the big winner.
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Ok, so where on Microsoft's offer letter to the Yahoo board did it indicate "Offer #1"? Who's to say there will be another offer? How would anyone know when it's the last offer? You are arguing from the point of view of perfect knowledge, when no one knows for sure what will happen next.

Plus, the suit wasn't brought simply because Yahoo rejected the offer, the Plaintiffs are arguing that the Yahoo board is allowing personal feelings against Microsoft to cloud their judgment about what is best for the company and shareholders, by taking overt steps to make the acquisition more costly without any additional value return to shareholders. By attempting to spike the deal with "poison pill" tactics, it shows that the board is unwilling to consider any offer, no matter how beneficial it might be to shareholders. That is a legitimate complaint, and by no means premature.
 
lol they declined the offer. notice the word i underlined for you. if they said we are going to buy you out then i'd agree. but instead they said "here is $40 billion for your company, which btw is more than its shares are currently worth. you may accept or not accept." yahoo didn't accept, and they even came out and said yahoo is worth more than that, which was bs. and its what the shareholders are pissed over. i would be as well.
 
"According to the lawsuit, Yahoo's board is pursuing "value-destructive" third-party deals in an effort to fight off Redmond, Wash.-based Microsoft, which on Feb. 1 announced a takeover bid of $31 per share in cash and stock, a 62 percent premium over Yahoo's previous day's closing price."

I am sorry, but refusing to discuss this type of offer is ludacris. For investors who have millions of shares at ~28.42 to lose out on such a strong offer of $31 per share is just incompetence. Knowing that there are millions shares disbursed, that is a loss of $2,600,000 per millon shares.

The only way it wouldn't make sense is if M$ would dismantle the company. That is nearly impossible.
 
friedchicken said:
"According to the lawsuit, Yahoo's board is pursuing "value-destructive" third-party deals in an effort to fight off Redmond, Wash.-based Microsoft, which on Feb. 1 announced a takeover bid of $31 per share in cash and stock, a 62 percent premium over Yahoo's previous day's closing price."

I am sorry, but refusing to discuss this type of offer is ludacris. For investors who have millions of shares at ~28.42 to lose out on such a strong offer of $31 per share is just incompetence. Knowing that there are millions shares disbursed, that is a loss of $2,600,000 per millon shares.

The only way it wouldn't make sense is if M$ would dismantle the company. That is nearly impossible.
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IIRC, the stock was trading right around $19-20 when the bid was announced. if i had their stock, i'd have been screaming for the takeover.
 
The Red said:
and that is called a hostile takeover
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No its not, they made an offer, yahoo refused, MS could make another offer if they chose there is nothing "hostile" about it.

A "hostile takeover" would have been if Microsoft just started buying up yahoo shares in groves off the open market without any offer in an attempt to gain a controlling amount of shares.
 
The Red said:
Forgive me if I believe in running a company the way I believe you should run a govt... not for the controlling minority elite, but for the majority who benefit from services returned to them by a corporation that wouldnt have 2 pennies, much less an IPO, if it wasnt for its customers and users.
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It has nothing to do with what you believe a company should be run like, or the parallels to managing government finance. And you seem to be forgetting one obvious point...

You mention customers and users- how much exactly do you pay to use their search engine? It has absolutely nothing to do with the end users. Untill you get a firm understanding on how companies like You Tube, Yahoo and Google work, it's pointless for you to even comment.

It's all about advertising streams and eyeballs. It has nothing to do with providing you a service, because ultimatley, there is no real cost to you as a user.

As for an needing customers or users to obtain an IPO, have you heard of a shell company? They provide neither product or service- yet they exist.
 
BladeVenom said:
If they want to sell their shares they're free to do so. Frivolous lawsuit.
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The board of any publicly traded company is legally and morally obligated to act in the financial best interests of the company and it's shareholders. Sure they can sell their shares, but Yahoos board has already effectively robbed them of money that should have been earned on their investment by not doing their fiduciary duty and accepting a fairly generous offer from Microsoft. I knew someone was going to sue once the offer was turned down, especially since the basis of turning down the offer appeared to be more to do with dislike of MS by certain board members than that the offer wasn't good enough.

These lawsuits aren't common, the Boardmembers can normally argue they believed the offer was simply to low, but certain key board members will be lacking in credibility when they attempt to make this arguement.
 
JethroXP said:
Plus, the suit wasn't brought simply because Yahoo rejected the offer, the Plaintiffs are arguing that the Yahoo board is allowing personal feelings against Microsoft to cloud their judgment about what is best for the company and shareholders, by taking overt steps to make the acquisition more costly without any additional value return to shareholders. By attempting to spike the deal with "poison pill" tactics, it shows that the board is unwilling to consider any offer, no matter how beneficial it might be to shareholders. That is a legitimate complaint, and by no means premature.
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In a nutshell, this is pretty much what is alledged to have happened.

Listen folks, everyone is getting up in arms at the toxic soup of words like Microsoft, Shareholders, Monopoly, Goverment, Lawsuit.. and all those hot button terms. Use your brain and learn2wiki.

It is simply you giving a team of people your money to manage and they don't act in your best interest. Ya, you can move your shares into another venture- but how will that replace the money lost because of them refusing to do the deal they are paid (heavily) to do? Litigation is the only way to decide which claims have merit.

Everyone has the right to sue. Not everyone has the merit for it to succeed.

My opinion, this police and firefighters fund got ripped off bigtime and I support their actions 100%
 
friedchicken said:
My opinion, this police and firefighters fund got ripped off bigtime and I support their actions 100%
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My opinion is that investors are too caught-up in short-term thinking to really think about the longterm. If Yahoo stays Yahoo, they may fold, or they may rebound and succeed. If they get folded into MS, they will go down over time. Every single time they have gone outside of their core compitancies, they have failed. Their core compitancies are Windows and Office, both of which have an overwhelming market share. Investors want growth, not just steady profits. Hence, the only direction that Microsoft can go-in the long-term-is down. Look at IBM. Long-term thinking points to Yahoo having a better chance on their own than attaching to a sinking ship, even if said ship may sink extremely slowly.
 
JethroXP said:
Plus, the suit wasn't brought simply because Yahoo rejected the offer, the Plaintiffs are arguing that the Yahoo board is allowing personal feelings against Microsoft to cloud their judgment about what is best for the company and shareholders, by taking overt steps to make the acquisition more costly without any additional value return to shareholders. By attempting to spike the deal with "poison pill" tactics, it shows that the board is unwilling to consider any offer, no matter how beneficial it might be to shareholders. That is a legitimate complaint, and by no means premature.
Click to expand...

I'll quote this as well as this is a key, possibly the key to this lawsuit having legs. I'm amazed how insane some of the posts on this thread have been. Yahoos boardmembers have a responsibility to their shareholders, they don't owe jack to the public except to not do illegal things. And all of you monopoly nutters, Yahoo doesn't make OS's, it's like screaming that MS can't buy Subaru or General Mills because it'll be a monopoly!11!!1!
 
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