The following is a timeline of key events leading up to Yahoo’s Aug. 1 annual meeting.

2006 January - Yahoo Inc begins to report a string of weak quarterly results, reflecting competitive missteps by the company, market share gains by rival Google Inc, changes in the online advertising landscape and weakening spending in some ad segments.

2006 - Microsoft Corp and Yahoo begin preliminary talks on various partnerships, including a merger.

2007 February - Yahoo, under the leadership of previous Chief Executive Terry Semel, tells Microsoft it is not the right time to discuss a takeover, as the Yahoo board sees great potential in its new advertising technology and by making internal organizational changes.

2007 June 12 - A strong minority of Yahoo shareholders challenges the company’s direction, as CEO Semel comes under fire. Nearly a third of votes cast at the company’s annual shareholders’ meeting oppose some of Yahoo’s directors.

2007 June 18 - Yahoo co-founder Jerry Yang takes over as chief executive as Semel steps aside. Semel remains Yahoo chairman.

2008
Jan. 31 - Microsoft CEO Steve Ballmer makes a $44.6 billion, $31-per-share, cash-and-stock takeover offer to Yahoo’s board. Semel resigns as chairman and is replaced by Roy Bostock.

Feb. 1 - Microsoft makes the offer public. Its shares fall 6.6 percent to $30.45; Yahoo shares rise 48 percent to $28.38.

Feb. 11 - Yahoo rejects the Microsoft offer as too low.

Mid-February - Yahoo begins talks with Time Warner Inc on a deal to combine the media conglomerate’s AOL unit with Yahoo in exchange for Time Warner taking a stake in the merged company. MySpace owner News Corp and Yahoo also discuss a tie-up.

March 18 - Yahoo releases financial forecasts until 2010, in an effort to prove it is worth more than Microsoft bid.

March 28 - One of seven face-to-face meetings takes place between the “senior-most” executives of Microsoft and Yahoo to discuss the bid. Yahoo asks how Microsoft would handle regulatory issues, including antitrust concerns, in a merger.

April 4-7 - Microsoft reevaluates its bid for Yahoo because the Internet company may have lost value since the offer was first made. Microsoft sets a three-week deadline for Yahoo to reach a deal or possibly face a proxy fight. Yahoo again rejects Microsoft’s bid.

April 9 - Yahoo says it will test Google search ads on its site, which could be more lucrative than selling its own search ads. Talks between Yahoo and Time Warner/AOL heat up.

April 15 - At another meeting between between Yahoo and Microsoft executives and their financial advisers, Yahoo asks about Microsoft’s integration plans and Yahoo raises a list of “key non-price deal terms” it believes are critical.

May 3 - After several earlier meetings, Yang meets Ballmer in Seattle. Microsoft verbally raises its offer to $33/share, or $47.5 billion, from its original $31/share bid. Yahoo wants $37/share, or about $5 billion more. Late in the day, Ballmer calls off the talks.

May 15 - Carl Icahn proposes a full dissident board slate for election at Yahoo’s annual shareholder meeting in July. Icahn says he now holds a 4.3 percent stake in Yahoo, including 9.9 million shares and 49 million call options. Yahoo Chairman Bostock replies to Icahn that “none of the alternatives we are considering would preclude us from entering into a transaction with Microsoft or any other party.”

May 18 - Microsoft says it has raised with Yahoo an “alternative” deal that would not involve the software maker buying all of the web company but says it could reconsider pursuing a full acquisition. Microsoft proposed buying Yahoo’s search business and as part of the deal Microsoft would buy a stake in what remains of the company.

June 6 - Icahn says Yahoo should offer to sell itself to Microsoft of $34.375 a share. Throughout June, the two sides exchange a series of letters in an acrimonious war of words.

June 12 - Yahoo announces search advertising deal with Google for up to 10 years, and says talks with Microsoft have ended. U.S. lawmakers promise to scrutinize the deal on antitrust concerns. The companies say they will wait up to three-and-a-half months to put the deal into effect.

June 13 - Microsoft says it had offered to pay $8 billion, or $35 a share, for a 16 percent equity stake in Yahoo, and $1 billion in up-front payments to acquire Yahoo’s search advertising assets.

June 26 - Icahn says in a proxy filing that if his slate is elected, it will seek to hire a “talented and experienced CEO” to replace Yang, eliminate a severance plan, and sell Yahoo to Microsoft for at least $33 a share.

July 7 - Microsoft says it is interested in discussing a major transaction with Yahoo, such as the purchase of all or part of the company, only if Yahoo elects a new board. Microsoft says it has concluded that it cannot reach an agreement with Yahoo’s current management.

July 21 - Yahoo reaches settlement with Icahn that will put the billionaire activist investor and two other nominees on an expanded 11-member board in August, defusing a proxy battle showdown and making an immediate deal with Microsoft less likely.

July 22 - Yahoo’s second-quarter net profit fell 19 percent but investors took heart that it did not change its outlook despite a weakening U.S. economy and the distraction of Microsoft’s failed takeover bid.

Aug. 1 - Yahoo’s annual shareholder meeting.

Sources: Statements from Microsoft, Yahoo, Google and Icahn; Reuters stories and data.

Photos: Reuters, Yahoo and Microsoft company materials, Google Maps.

Compiled by Eric Auchard, Peter Henderson and Tiffany Wu.

As volte faces go, the Yahoo-Carl Icahn slugfest-turned-lovefest is a definite keeper for some future annal of corporate history. Until last week, Yahoo couldn’t slam Icahn enough, mocking the activist investor’s knowledge of technology, calling his agenda risky, and pointing to his failure to articulate clear alternatives to a Microsoft deal.

But since they made nice on Monday, rest assured we’re going to hear nothing but a din of welcome notes from Yahoo, as they sell to shareholders the idea that Icahn and his two designees are good for the board.

Yahoo Chairman Roy Bostock set the sweet, full-of-possibility tone about Icahn on Monday, and Yahoo President Sue Decker picked up where he left off in a CNBC interview today:

I have not met Carl. I think you really have to distinguish what happens in a PR war and proxy contest from reality. I’m totally looking forward to meeting him. I’d love for him to learn about our business and I’d love to get his advice. So there are absolutely no hard feelings of any sort. I think the best thing I can say is that we’re moving forward and we’ll have the distractions behind us, and I want that for our employees and I want that for our company.

Yahoo shareholders may buy into the company’s new attitude and vote accordingly at next Friday’s annual shareholder meeting. But proxy advisory firm Glass Lewis, which recommended that shareholders vote against three directors, did issue a word of caution about Icahn: “Shareholders should monitor Mr. Icahn’s ability to devote sufficient time and attention to the company.”

And The Wall Street Journal too wondered, in a recent story, if Yahoo might come to regret its move.

(Photo: Reuters)

Is Yahoo letting the fox in the hen house or did activist investor Carl Icahn settle after eyeing weakness in his campaign?

Whatever the case, Yahoo’s settlement with Icahn, who had planned to run a rival board slate but now gets three board seats including himself and possibly former AOL Chief Jon Miller, averts what was expected to be a bloody battle on Aug. 1.

Miller, who was pushed out of the Time Warner division, was responsible for turning the subscriber-losing AOL into an Internet company after dismantling its walled garden.

Left unanswered: What will Microsoft say later today? Did Icahn get assurances from the software giant that it would be willing to negotiate any deal with Yahoo in the new board configuration?

(Reuters )

Keep an eye on:

• Macrumors.com founder Dr. Arnold Kim quits medical practice to blog full time. (NYTimes)
• Facebook to get redesign to give users more control. (Reuters)
• Batman smashes Spider-Man’s weekend box office record. (Reuters)

We can spend a lot of time analyzing how Yahoo really feels about Carl Icahn and his rival slate. But this, found at the top of Yahoo’s latest proxy filing and its homepage, says it all.

(Photo: Yahoo)

If you’re getting lost in all the nasty rhetoric between Yahoo, Microsoft and Carl Icahn, here’s our primer on what the fuss is all about.

They’re trading insults (again) after the latest deal talks broke down (again). Microsoft’s top lawyer is pressing the antitrust issue in Yahoo’s Google search partnership in Washington today, while Yahoo’s top lawyer accused Microsoft of trying to force a fire sale.

Don’t forget, this comes after Monday’s war of words over the latest Microsoft proposal to acquire Yahoo search, which was floated with the help of billionaire activist investor Icahn and rejected by Yahoo (again). Here’s what they’re saying about that deal:

Source: Statements from Yahoo, Microsoft and Icahn

Here we go…

Two days before the iPhone’s launch, fans around Asia are queuing up to buy Apple’s latest offering. They don’t seem to care that it’s raining or freezing cold or if lining up early means missing work or school.

The July 11 launch will be the first chance, after all,  for Asian consumers to own an iPhone.

“I’ve told my professor I was going to go buy an iPhone, and he gave me permission,” said Hiroyuki Sano, a 24-year-old graduate student who early on Tuesday arrived in rainy Tokyo from Nagoya to be first in line. Sano, speaking to Reuters, and incidentally wearing a T-shirt with an Apple logo, described his professor as an equally big Apple fan. “He sent me off cheerfully.”

The United States has already been through this, when the iPhone first went on sale a year ago. As the New York Times recalls, “TV news coverage was relentless. Hard-core fans camped out to be the first in line. Bloggers referred to Apple’s new product as the ‘Jesus phone’.”

The paper adds, “This time, though, when the iPhone 3G goes on sale in AT&T and Apple stores, iPhone Mania will be considerably more muted. That’s partly because the mystery is gone, partly because the AT&T service costs more and partly because there aren’t many new features in what Apple is calling the iPhone 3G. ”

But let’s be clear: There’s still a boatload of interest in this phone and plenty of people will be talking about it this week, offering their two cents on what they like and dislike about the iPhone.

One big name, the Wall Street Journal’s Walt Mossberg, is already weighing in, with a mixed review, knocking the battery life but applauding the phone’s introduction of third party software. 

“I’ve been testing the iPhone 3G for a couple of weeks, and have found that it mostly keeps its promises. In particular, I found that doing email and surfing the Internet typically was between three and five times as fast using AT&T’s 3G network as it was with the older AT&T network to which the first iPhone was limited.”

“Bottom line: If you’ve been waiting to buy an iPhone until it dropped in price, or ran on faster cell networks, you might want to take the plunge, if you can live with the higher service costs and the weaker battery life. The same goes for those with existing iPhones who love the device but crave faster cellular data speeds. But if you already own an iPhone, and can usually use Wi-Fi for data, you probably should hold off and get the free software upgrade before deciding whether it’s worth getting the new hardware.”

But is it worth a two-day wait in line, in the rain, wearing a silly T-shirt?

Keep an eye on: 

• Carl Icahn would have more support in his proxy battle against Yahoo if he pledged not to sell the company for less than $33 a share, said Legg Mason portfolio manager Bill Miller (Reuters) 
• WPP Group, the world’s second-largest advertising company, made a hostile 1.08 billion pound ($2.13 billion) bid for Britain’s Taylor Nelson Sofres, challenging its agreed merger with GfK Holdings AG (Reuters)
• A blind trust run by New York City Mayor Michael Bloomberg is willing to pay between $4.5 billion and $5 billion to buy Merrill Lynch & Co’s 20 percent stake in financial news and data provider Bloomberg LP (NY Post)
• The smaller of Hollywood’s two performers unions ratified a new prime-time TV contract on Tuesday, undermining a last-ditch bid by the larger, more militant Screen Actors Guild to secure a richer deal (Reuters)
• NBC Universal Chief Executive Jeff Zucker is looking to spin off or sell some of the company’s assets when he attends a media conference (NY Post)

(Photo: Reuters)

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Who’s going to run Yahoo?

There are myriad answers to that question, but AllThingsD suggests that Ross Levinsohn, the former head of News Corp’s Fox Interactive Media Group, and partner, former AOL Chief Jon Miller, are heavily mentioned as the kind who might get a crack at it.

Miller’s an interesting choice and one wonders if joining the company would push Yahoo closer to an AOL deal. Miller wasn’t immediately reachable on Monday night.

Meanwhile there’s no guarantee that Jerry Yang, who is still in charge, is going anywhere. In fact, on Monday, Yahoo itself worked to rally shareholder support in the face of a proxy battle with Carl Icahn, saying the his plan for the company’s future was “ill-defined”, and questioned whether Microsoft was ever serious about a full-scale merger.

Yahoo annual shareholder meeting in Silicon Valley on Aug. 1 — where Icahn is running a slate of directors to replace Yahoo’s board and remove Yang — promises fireworks.

(Reuters)

Keep an eye on:

* Microsoft plans to cut the price of its best-selling Xbox 360 Pro model by $50, to $299 in the next few weeks. (Reuters )

* Nokia signed a deal with Warner Music Group to make Warner titles available through its “Comes With Music” service and Nokia music store. (Reuters )

* The sequel to last year’s best-selling predecessor “Rock Band” will be released for the Xbox in September, months ahead of key rival “Guitar Hero.” (Reuters )

(Photo: Reuters)

Finally, some movement.

It seems that the head of U.S. Federal Communications Commission Kevin Martin will support Sirius Satellite Radio’s proposed purchase of rival XM Satellite Radio.

The Washington Post and others are reporting that Martin decided to support the deal after the companies agreed to concessions intended to prevent the new company from raising prices or stifling competition among radio makers.

A decision has been a long time coming. Seventeen months ago the two companies announced they would merge, bringing entertainers such as Oprah Winfrey and shock jock Howard Stern under the same banner. The Justice Department approved the deal in March, but the companies are still waiting for the FCC.

The question is, have the delays made the whole issue mute? Have iPhones and every other sort of portable music/phone/camera/microwave oven gadget made concern over the XM/Sirius combination seem… well… dated?

Keep an eye on:

• Carl Icahn, who launched a proxy battle in May to replace the board of Yahoo says the deal Yahoo forged with Google “might have some merit” (Reuters)
• A bigger, meaner “The Incredible Hulk” crushed the competition at North American weekend box office with a $54.5 million take, but still fell short of its predecessor (Reuters)
• Time Warner hopes to move swiftly to find a buyer for AOL’s dial-up business after the company completes its separation from the Platform A advertising division in the next month, unnamed sources told the (NY Post).
• Canada’s Nortel Networks is challenging larger rival Cisco Systems with a negative advertising campaign, saying that Cisco’s equipment uses twice as much energy as that of Nortel’s (WSJ).
• The Associated Press will attempt to set standards on how much of its articles and broadcasts bloggers and Web sites can excerpt without infringing on its copyright (New York Times).

 The heat is definitely on at Yahoo.

As though it weren’t under enough pressure, the board now has Carl Icahn warning them that they will be held personally liable for approving a controversial employee severance plan.

Oh, and shareholders suing the company now want a speedy trial related to failed merger talks between Yahoo and Microsoft, saying they would like to get to court before the company’s August 1 annual meeting.

Here’s the upshot of the fight over the severance plan: Shareholders suing the company argue that the board is free  to reorganize Yahoo’s work force as it sees fit without fear of triggering the severance benefits.

But the catch, they say, is that if Icahn’s board slate prevails, then Yahoo shareholders will be forced to fund the costly severance payouts to departing workers.

Yahoo denied assertions made in the lawsuit in a response filed with U.S. regulators.

Let’s forget the courts for a second. Perhaps of more immediate concern is the public relations battle that Icahn is waging against Yahoo. Yesterday, after a speech to the New York Financial Writers’ Association, Icahn told Reuters, “If they continue with this line, I believe they (the board) may be personally liable.” 

He also called the board’s actions “reprehensible.”

“These board members get $10,000 a week to go to a few boondoggle meetings,” he said during the speech.

You can imagine that Yahoo’s boardroom isn’t the place you really want to be spending your summer.

Keep an eye on: 

• The new iPhone wasn’t the only Apple blockbuster franchise displaying a slimmer frame Monday - a dramatically skinnier CEO Steve Jobs was, too (NY Post)
• Pearl Jam has struck a deal with Verizon Wireless’ V Cast service to sell select tracks from the authorized live bootlegs that will be available in conjunction with the band’s upcoming summer tour (Billboard)
• U.S. officials are facing a potential glitch in a program designed to help television viewers make the switch to digital TV next year (Reuters)
• Landmark Communications has distributed information to potential bidders on Dominion Enterprises, its portfolio of advertising websites and publications, now that its attempt to sell The Weather Channel is nearing its final stages (FT.com)
• FiLife, a personal finance venture from IAC/InterActiveCorp and Dow Jones & Co, will open its site to a public test on Wednesday after a year in development and much media speculation over its future (Reuters)

(Photo: Reuters)

Billionaire investor Carl Icahn fired a salvo at Yahoo on Thursday morning, threatening a proxy fight unless Yahoo gets Microsoft back to the negotiating table.

In a letter to Yahoo Chairman Roy Bostock he said Yahoo’s board had acted “irrationally” in turning away an offer that amounted to a 72 percent premium and warned Yahoo not to announce any “strategic alternatives” (such as a deal with AOL or Google) without a shareholder vote.

I am perplexed by the board’s actions. It is irresponsible to hide behind management’s more than overly optimistic financial forecasts. It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo’s closing price of $19.18 on the day before the initial Microsoft offer. I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet.

Icahn also disclosed he has purchased 59 million shares and has sought antitrust clearance from the FTC to acquire up to approximately $2.5 billion worth of Yahoo stock.

Microsoft has remained quiet so far. Wall Street Journal reported earlier that Icahn had been yet unable to lock in Microsoft’s support.

Also, despite having nominated a 10-member slate, which include Icahn, former Viacom chief Frank Biondi, Icahn Enterprise’s vice chairman Keith Meister, former New Line co-CEO Robert Shaye and corporate governance expert Lucian Bebchuk, he could yet settle for a smaller slate of Yahoo directors.

After spending a week telling the world how uninterested they are in Yahoo, Microsoft has remained quiet so far.

(Reuters)

Keep an eye on:

• CBS to buy CNET Networks for $1.8 billion to boost its Web presence, and maybe laying to rest a CNET activist investor fight (Reuters)
• Ask.com to expand its vocabulary with plans to buy Lexico, owner of Dictionary.com and Thesaurus.com (Reuters)

(Picture: Reuters / Icahn at the Lazard presentation during the Time Warner battle.)