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Shareholders! attempt! Yahoo! coup!

Investor tries to muscle onto board amid Asian talks snag

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Troublemaking Yahoo! shareholder Daniel Loeb, head of hedge fund Third Point, has filed with the SEC to appoint himself - and three other directors nominated by him - to the board of the beleaguered web firm.

Loeb has been a constant agitator of Yahoo! since the web biz first wobbled, and called for the resignations of co-founder Jerry Yang and chairman Roy Bostock, both of which have since occurred.

Loeb's filing congratulates the firm on parting with Bostock and three other directors from the board, but argues that Yahoo! hasn't gone far enough. In the filing to the Securities and Exchange Commission (SEC):

Although the reporting persons are pleased to see the retiring directors acceding to the reporting persons’ previous demands that they leave the board, they believe the recently announced changes do not put the issuer on the right track towards maximising shareholder value.  Installing the hand-picked choices of the current board does nothing to allay investor fears that Yahoo! is poised to repeat the errors of its past.

The reporting persons believe that the board lacks an expert in the type of fundamental corporate restructuring the issuer requires, along with an independent investor representative aligned with the Issuer’s shareholder base.

That's why the filing suggests that Loeb - along with Harry Wilson, chairman and CEO of corporate restructuring house MAEVA Group, Michael Wolf, CEO of consulting firm Activate and Jeffrey Zucker, formerly the CEO of NBC Universal - should all be appointed to the board.

Yahoo! responded shortly after, saying it was "disappointed" by Loeb's behaviour.

"Following the announcement of the changes to our board just last week, we proactively engaged in discussions with many of our largest shareholders, including Third Point, to solicit their views on a wide range of topics including their suggestions for names of additional, qualified independent directors," the company said.

"We invited Mr Loeb to share any suggestions he may have, as well. In fact, we have received constructive suggestions from several of our major shareholders and, therefore, it is especially disappointing that Mr. Loeb has chosen a potentially disruptive path, just as the company is moving forward under new leadership to aggressively increase the value of Yahoo! for the benefit of all of its shareholders.

"The nominating and corporate governance committee continues to review candidates and will make its recommendations to the full board in due course," Yahoo! added.

The shareholder drama comes amid rumours that Yahoo!'s deal with Asian partners Alibaba and Softbank has fallen apart.

Negotiations to hand control of its Asian assets to China's Alibaba and Japan's Softbank have been reportedly going on for some time. The deal would see Yahoo! grab the cash it needs to try to revive its US business.

However, sources are now claiming that a draft of the deal, under discussion in Hong Kong, has fallen through, mostly because of unreasonable terms sought by Yahoo! This particular flavour of the pact was a $17bn tax-free asset swap.

"Over the last few days in Hong Kong, it became evident that [Yahoo!] don't really have a desire to do this deal," a mole told Reuters.

There's still a possibility that another type of deal with the same result could be signed, or that the firms can resolve their differences over this agreement, but the quick fix investors were hoping for has once again been delayed. ®

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