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.)

Somebody’s knocking on Yahoo’s door this week and it isn’t Steve Ballmer, yet. We wondered whether someone was building a position that helped keep Yahoo shares aloft since Microsoft pulled back from deal talks about a week and a half ago. 
    
It turns out that activist shareholder par excellence Carl Icahn has accumulated about 50 million shares in that time and will likely decide today whether to launch a proxy contest, before Yahoo’s deadline for board nominations expires on Thursday.
    
What may sway his decision is a sign from Microsoft that it is willing to come back to the table after Yahoo rebuffed a sweetened $47.5 billion offer. 
    
According to the Wall Street Journal, some other shareholder activists may be spoiling for a fight, including Firebrand Partners’ Scott Galloway, whose powers of persuasion won him a board seat at the New York Times earlier this year.
    
While all of this may not be good news for Yahoo CEO Jerry Yang, the action could well buoy shares in the meantime, at least until he reaches his own conclusions on how to proceed.
    
(Reuters) (WSJ)     

Keep an eye on: 
* Clear Channel’s buyers and banks settle on how to finance the deal. (Reuters)

* Barry Diller and John Malone make nice on spin-off plan for four of IAC’s business units. (Reuters)

* Bonnie Fuller quits tabloid publisher American Media. (Reuters)

Photo: Reuters