Microsoft proxy slate deadline approaching, Yahoo to give extension?
In the next two weeks, observers in the Microsoft-Yahoo buyout courtship bid will get a telling signal whether it’s headed for a shot-gun marriage or a friendly embrace.
Yahoo has the option of either extending the March 14 deadline for shareholders to nominate an opposition slate of directors for its next annual shareholders meeting, or keeping the deadline hard.
“It’s not out of the realm of possibility to extend the date to nominate directors,” said one proxy solicitor. “I don’t see the motivation for Yahoo to do that. They could still negotiate after Microsoft files its slate. There’s no reason to extend the date, unless you want to negotiate a friendly deal.”
My bet is Yahoo will extend the deadline, giving it more time to contemplate its options, including Microsoft’s, without having to engage in the duel task of a love-hate relationship with Microsoft. Think if it this way, how easy is it to carry on a civil conversation and negotiate a deal, when the other party’s 10 thugs are beating up on you?
Microsoft has until March 14 to name its opposition slate of directors, and proxy solicitors say the Redmond giant should have no problem finding folks to fill out a 10-member slate. Yahoo’s entire 10-member board is up for re-election at the next shareholders meeting. The date of the meeting has yet to be selected.
Yahoo has plenty of reasons to enter a friendly deal and wrap up talks ASAP. It’s not only facing seven lawsuits from angry investors who argue Microsoft’s initial bid of $31 a share was fair, but also Yahoo noted its regulatory filings that its employees, management and executives are distracted by the Microsoft bid.
Add to that its other reported options like a News Corp. investment deal and AOL tie-up are considered long shots by industry observers and analysts.
Microsoft’s big bid for Yahoo
And while the days are counting down for Microsoft to have its slate in place, odds makers say don’t be surprised to see corporate governance professor Duke Bristow show up on such a slate if it comes to that. Bristow has served on other proxy fights before, including Oracle’s slate in its drawn-out fight for PeopleSoft. Don’t know Bristow’s thoughts on this, since phone calls and emails have not been returned.
Representatives from Microsoft deferred deadline extension questions to Yahoo. And a Yahoo spokeswoman declined comment.
Yahoo, which is incorporated in Delaware, has a hard deadline for shareholders to name candidates, unless the Internet search pioneer changes its bylaws or delays the date of its shareholders meeting, said Stephen Jenkins, a director with Delaware law firm Ashby & Geddes, which has represented a number of clients in proxy fights.
In order for Yahoo to extend its March 14 deadline for shareholders to nominate an opposition slate, it would need to do one of two things. Yahoo could change its bylaws and extend the notification period to a time closer to when the annual shareholders meeting is held, which currently is expected to sometime between May 18 to July 7, or it can set its meeting sometime beyond July 7, thereby extending the notification period.
“The smart thing to do would be to extend the deadline if they don’t want to talk yet, but they don’t want to force Microsoft’s hand,” Jenkins said.
Source: CNET News.com - Business Tech
