As expected, Carl Icahn presented an alternate slate of directors for the upcoming Yahoo shareholder meeting. The letter to Yahoo Chairman Roy Bostock says it all:

Carl C. Icahn
ICAHN CAPITAL LP
767 Fifth Avenue, 47th Floor
New York, NY 10153

May 15, 2008

Roy Bostock
Chairman
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Mr. Bostock:

It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft. It is quite obvious that Microsoft’s bid of $33 per share is a superior alternative to Yahoo’s prospects on a standalone basis. 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.

During the past week, a number of shareholders have asked me to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft, something that in my opinion the current board has completely botched. I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies. I have therefore taken the following actions: (1) during the last 10 days, I have purchased approximately 59 million shares and share-equivalents of Yahoo; (2) I have formed a 10-person slate which will stand for election against the current board; and (3) I have sought antitrust clearance from the Federal Trade Commission to acquire up to approximately $2.5 billion worth of Yahoo stock. The biographies of the members of our slate are attached to this letter. A more formal notification is being delivered today to Yahoo under separate cover.

While it is my understanding that you do not intend to enter into any transaction that would impede a Microsoft-Yahoo merger, I am concerned that in several recent press releases you stated that you intend to pursue certain “strategic alternatives”. I therefore hope and trust that if there is any question that these “strategic alternatives” might in any way impede a future Microsoft merger you will at the very least allow shareholders to opine on them before embarking on such a transaction.

I sincerely hope you heed the wishes of your shareholders and move expeditiously to negotiate a merger with Microsoft, thereby making a proxy fight unnecessary.

Sincerely yours,

CARL C. ICAHN

SLATE BIOGRAPHIES

Lucian A. Bebchuk

Lucian Bebchuk is the William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. Bebchuk is also a Research Associate of the National Bureau of Economic Research and Inaugural Fellow of the European Corporate Governance Network. Trained in both law and economics, Bebchuk holds an LL.M. and S.J.D. from Harvard Law School and an M.A. and Ph.D in Economics from the Harvard Economics Department. He joined the Harvard Law School faculty in 1986 as an assistant professor, becoming a full professor in 1988, and the Friedman Professor of Law, Economics and Finance in 1998. Bebchuk has written extensively on corporate governance, corporate control, and corporate transactions. He has published more than seventy research articles in academic journals in law, economics, and finance. Upon electing him to membership in 2000, the American Academy of Arts and Sciences cited him as “[o]ne of the nation’s leading scholars of law and economics,” who “has made major contribution to the study of corporate control, governance, and insolvency.” He is the 2007-2008 President of the American Law and Economics Association, and a former chair of the Business Association Section of the American Association of Law Teachers. Bebchuk’s recent writings include Pay without Performance: the Unfulfilled Promise of Executive Compensation (Harvard University Press, 2004, co-authored with Jesse Fried), “The Case for Increasing Shareholder Power” (Harvard Law Review, 2005), “The Costs of Entrenched Boards” (Journal of Financial Economics, 2005, co-authored with Alma Cohen), and “The Myth of the Shareholder Franchise” (Virginia Law Review, 2007). Bebchuk has been a frequent contributor to policy making and public discourse in the corporate governance area. He has appeared before the Senate Finance Committee, the House Committee of Financial Services, and the SEC. He has published many op-ed pieces, including in the Wall Street Journal, the New York Times, and the Financial Times. He was included in the list of “100 most influential people in finance” of Treasury & Risk Management and the list of “100 most influential players in corporate governance” of Directorship magazine.

Frank J. Biondi, Jr.

Since March 1999, Mr. Biondi has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization. From April 1996 to November 1998, Mr. Biondi served as Chairman and Chief Executive Officer of Universal Studios, Inc. From July 1987 to January 1996, Mr. Biondi served as President and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director of Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of New York Mellon Corporation and Seagate Technology. Mr. Biondi is a graduate of Princeton University and earned a Masters of Business Administration from Harvard University.

John H. Chapple

John Chapple is President of Hawkeye Investments LLC, a privately-owned equity firm investing primarily in telecommunications and real estate ventures frequently working in conjunction with Rally Capital LLC. Prior to forming Hawkeye, John Chapple worked to organize Nextel Partners, a provider of digital wireless services in mid-size and smaller markets throughout the U.S. He became the President, Chief Executive Officer and Chairman of the Board of Nextel Partners and its subsidiaries in August of 1998. Nextel Partners went public in February 2000 and was traded on the NASDAQ Exchange. In June 2006, the company was purchased by Sprint Communications. From 1995 to 1997, Mr. Chapple was the President and Chief Operating Officer for Orca Bay Sports and Entertainment in Vancouver, B.C. During Mr. Chapple’s tenure, Orca Bay owned and operated Vancouver’s National Basketball Association and National Hockey League sports franchises in addition to the General Motors Place sports arena and retail interests. From 1988 to 1995, he served as Executive Vice President of Operations for McCaw Cellular Communications and subsequently AT&T Wireless Services following the merger of those companies. From 1978 to 1983, he served on the senior management team of Rogers Cablesystems before moving to American Cablesystems as Senior Vice President of Operations from 1983 to 1988. Mr. Chapple, a graduate of Syracuse University and Harvard University’s Advanced Management Program, has 26 years of experience in the cable television and wireless communications industries. Mr. Chapple is the past Chairman of Cellular One Group and CTIA-The Wireless Association, past Vice-Chairman of the Cellular Telecommunications Industry Association and has been on the Board of Governors of the NHL and NBA. Mr. Chapple serves on the Syracuse University Board of Trustees currently as Chairman and the Advisory Board for the Maxwell School of Syracuse University. He is also on the Board of Directors of Cbeyond, Inc., a publicly traded Atlanta-based integrated service telephony company; Seamobile Enterprises, a privately held company providing integrated wireless services at sea; Telesphere, a privately held VOIP (voice over internet protocol) company based in Phoenix, Arizona; and on the advisory boards of Diamond Castle Holdings, LLC, a private equity firm based in New York City and the Daniel J. Evans School of Public Affairs at University of Washington.

Mark Cuban

Since early 2000, Mr. Cuban has been the majority and controlling owner of the National Basketball Association franchise, the Dallas Mavericks. In 2001, Mr. Cuban co-founded HDNet, an all high-definition television network on DIRECTV that broadcasts high-definition sports, movies and other entertainment. Prior to his purchase of the Dallas Mavericks, Mr. Cuban co- founded Broadcast.com in 1995 and served as its Chairman of the Board until it was sold to Yahoo! in July of 1999. Before Broadcast.com, Mr. Cuban co-founded MicroSolutions, a national systems integrator, in 1983, which was later sold to CompuServe Corporation in 1990. Mr. Cuban is an active investor in cutting- edge technologies and various industries, including the entertainment industry.

Adam Dell

Since January 2000, Mr. Dell has served as the Managing General Partner of Impact Venture Partners, a venture capital firm focused on information technology investments. He also serves as Managing Director at Steelpoint Capital Partners, a private equity firm with offices in New York and California. From October 1998 to January 2000, Mr. Dell was a Senior Associate and subsequently a Partner with Crosspoint Venture Partners in Northern California. From July 1997 to August 1998, he was a Senior Associate with Enterprise Partners in Southern California. From January 1996 to June 1997 Mr. Dell was associated with the law firm of Winstead Sechrest & Minick, in Austin, Texas, where he practiced corporate law. Mr. Dell’s investments include: Buzzsaw (which was acquired by Autodesk), HotJobs (which was acquired by Yahoo!) and Connectify (which was acquired by Kana Software). Mr. Dell has been a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. In addition, Mr. Dell currently serves on the boards of directors of the Santa Fe Institute, MessageOne and OpenTable. He also teaches a course at the Columbia Business School on business, technology and innovation and is a contributing columnist to the technology publication, Business 2.0. Mr. Dell received a J.D. from University of Texas and a B.A. from Tulane University.

Carl C. Icahn

Mr. Icahn has served as chairman of the board and a director of Starfire Holding Corporation, a privately-held holding company, and chairman of the board and a director of various subsidiaries of Starfire, since 1984. Since August 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises L.P., and certain related entities, Mr. Icahn’s principal occupation is managing private investment funds, including Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn Partners Master Fund III L.P. Prior to August 2007, Mr. Icahn conducted this occupation through his entities CCI Onshore Corp. and CCI Offshore Corp since September 2004. Since November 1990, Mr. Icahn has been chairman of the board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. Icahn Enterprises L.P. is a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc., a registered broker- dealer and a member of the National Association of Securities Dealers, from 1968 to 2005. Mr. Icahn has served as chairman of the board and as a director of American Railcar Industries, Inc., a company that is primarily engaged in the business of manufacturing covered hopper and tank railcars, since 1994. From October 1998 through May 2004, Mr. Icahn was the president and a director of Stratosphere Corporation, the owner and operator of the Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was a subsidiary of Icahn Enterprises L.P. From September 2000 to February 2007, Mr. Icahn served as the chairman of the board of GB Holdings, Inc., which owned an interest in Atlantic Coast Holdings, Inc., the owner and operator of The Sands casino in Atlantic City until November 2006. Mr. Icahn has been chairman of the board and a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. Mr. Icahn has served as a Director of Cadus Corporation, a company engaged in the ownership and licensing of yeast-based drug discovery technologies since July 1993. In May 2005, Mr. Icahn became a director of Blockbuster Inc., a provider of in-home movie rental and game entertainment. In October 2005, Mr. Icahn became a director of WestPoint International, Inc., a manufacturer of bed and bath home fashion products. In September 2006, Mr. Icahn became a director of ImClone Systems Incorporated, a biopharmaceutical company, and since October 2006 has been the chairman of the board of ImClone. In August 2007, Mr. Icahn became a director of WCI Communities, Inc., a homebuilding company, and since September 2007 has been the chairman of the board of WCI. In December 2007, Mr. Icahn became a director of Federal-Mogul Corporation, a supplier of automotive products, and since January 2008 has been the chairman of the board of Federal-Mogul. In April 2008, Mr. Icahn became a director of Motricity, Inc., a privately-held company that provides mobile content services and solutions. Mr. Icahn received his B.A. from Princeton University.

Keith A. Meister

Since March 2006, Keith Meister has served as Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Since November 2004, Mr. Meister has been a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages third party private investment funds. Since June 2002, Mr. Meister has served as senior investment analyst of High River Limited Partnership, an entity primarily engaged in the business of holding and investing in securities. Mr. Meister also serves on the boards of directors of the following companies: XO Holdings, Inc., a telecommunications company; WCI Communities, Inc., a homebuilding company; Federal-Mogul Corporation, a supplier of automotive products; and Motorola, Inc., a mobile communications company. With respect to each company mentioned above, Carl C. Icahn, directly or indirectly, either (i) controls such company or (ii) has an interest in such company through the ownership of securities. Mr. Meister received an A.B. in government, cum laude, from Harvard College in 1995.

Edward H. Meyer

Mr. Meyer serves as Chairman, Chief Executive Officer and Chief Investment Officer of Ocean Road Advisors, Inc., an investment management company. From 1970 to 2006, he served as Chairman, Chief Executive Officer and President of Grey Global Group, Inc., a multi-billion dollar global advertising and marketing agency. Mr. Meyer serves as a Director of Harman International Industries, Inc., Ethan Allen Interiors, Inc., National CineMedia, Inc. and NRDC Acquisition Corp. Mr. Meyer holds a B.A. in Economics from Cornell University.

Brian S. Posner

Brian S. Posner is a private investor. From 2005 through March 2008, he served as Chief Executive Officer and co-Chief Investment Officer of ClearBridge Advisors LLC (and its predecessor company, CAM North America), an asset management company based in New York with approximately $90 billion in assets and a wholly owned subsidiary of Legg Mason Inc. Prior to ClearBridge Advisors, he was a co-Founder and the Managing Partner of Hygrove Partners LLC, a hedge fund company that was formed in 2000. Prior to ClearBridge Advisors and Hygrove Partners, he served as a Portfolio Manager and an Analyst, first at Fidelity Investments from 1987 to 1996 and then at Warburg Pincus Asset Management/Credit Suisse Asset Management from 1997 to 1999. At Warburg Pincus Asset Management/Credit Suisse Asset Management he was a Managing Director and served as the Senior Investment Manager of the Value Equity Group, co-Portfolio Manager of the Warburg Pincus Growth & Income Fund, and Portfolio Manager of the Warburg Pincus Institutional Value Fund and the Warburg Pincus Trust, Growth and Income Fund. Prior to the acquisition of Warburg Pincus Asset Management (”WPAM”) by Credit Suisse Asset Management in July 1999, he was co-Chief Investment Officer, Director of Research, Chairman of the Global Asset Allocation Committee, and a member of the Executive Operating Committee at WPAM. At Fidelity Investments, he was the Portfolio Manager of the Fidelity Equity Income II Fund from 1992 to 1996 and the Fidelity Value Fund from 1990 to 1992. He also managed the Select Life Insurance, Select Property Casualty Insurance and Select Energy Portfolios. From 1987 to 1990, he was an Oil, Insurance, and Financial Services Analyst. From August 2000 to April 2003 he served on the Board of Directors for Sotheby’s Holdings, Inc. He currently a member of the Board of Trustees at Northwestern University and the Board of Visitors for the Weinberg College of Arts and Sciences at Northwestern University. Mr. Posner received his undergraduate degree in history from Northwestern University in 1983 and his M.B.A. in finance from the University of Chicago Graduate School of Business in 1987.

Robert K. Shaye

Robert Shaye is Co-Chairman and Co-CEO of New Line Cinema. As the Founder of New Line Cinema and a filmmaker himself, Robert Shaye has spent more than 40 years developing and distributing films that reflect a wide array of cultural movements, creating new paradigms for the motion picture business, and most importantly, entertaining millions of moviegoers. Since he founded New Line in 1967, Shaye has guided the company’s growth from a privately-held art film distributor to one of the entertainment industry’s leading independent studios and a veritable box office force. He has been involved in such films as The Lord of the Rings trilogy, Rush Hour, Austin Powers and Seven. A University of Michigan graduate with a degree in business administration and a J.D. degree from Columbia University Law School, Shaye is also a Fulbright Scholar, member of the New York State Bar, and serves on the Board of Trustees of the Motion Picture Pioneers, and the American Film Institute.

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Add billionaire and activist shareholder Carl Icahn to the list of investors who want to pressure Yahoo to go back to the negotiating table with Microsoft. According to CNBC, he is considering a proxy fight and may be buying up as many as 50 million shares. (That would be about 3.6 percent of the total). He would find good company in Yahoo’s two biggest outside institutional shareholders, Gordon Crawford at Capital Research and Bill Miller at Legg Mason. Those latter two each own a little more than 6 percent each of Yahoo at last count. Add the three together, and that’s 15 percent of a proxy vote right there.

But if they want to nominate a new board of directors, they had better hurry because there are only two days left to file an alternate slate. Once Icahn gets involved with a company, though, he finds all sorts of ways to exert helpful pressure on the companies he wants to change. (Not that it always works—his efforts to change things at Time Warner went pretty much nowhere).

(Photo by Sam Lustgarten).

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I’m going to assume that the fact that some Yahoo search results that point to Google with a malware warning are a sign that their new partnership with McAfee just needs a little tuning. The alternatives are either (1) Google is serving Malware, or (2) Yahoo or McAfee are playing a little joke.

Most results that point to Google don’t have this “feature,” and given the recent love fest between the two companies, the joke angle is probably out. Keep an eye out on this query though. I wouldn’t be surprised to see flags popping up all over the place on that page.

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Want to be one of the first to customize your site’s search results using Yahoo SearchMonkey? Sign up for the developer preview here and tell them TechCrunch sent ya.

The first 100 people to mention TechCrunch in their application will obtain access to the service. They will also get tickets to the SearchMonkey launch party on May 15th in Sunnyvale.

SearchMonkey allows web publishers to create applications for Yahoo Search that customize the way their results are displayed. The semantic tool can be used to replace traditional result descriptions with relevant links, structured information, and even images. See our detailed review of the service.

The Yelp example below shows how it could be used by that website to surface better information about local joints:

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Microsoft is taking one of its options off the table in its on-again, off-again pursuit of Yahoo. It has told members of the alternate board of directors it had lined up for a possible hostile proxy battle over Yahoo that it won’t be needing their services. The news was delivered to each alternate in a short e-mail this morning from Microsoft’s law firm, Sullivan & Cromwell, according to the Wall Street Journal

Yahoo’s shares have been rising most of this week, after taking an initial hit on Monday. The relative strength in the shares have been partly fueled by hopes for renewed negotiations between Yahoo and Microsoft.

This action represents an important new data point in the battle of wills between the two companies. Is Microsoft really no longer interested in acquiring Yahoo, or is it just trying to signal that it has lost interest to drive down Yahoo’s shares and thus strengthen its negotiating position?

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MySpace is announcing a broad ranging embrace of data portability standards today, along with data sharing partnerships with Yahoo, Ebay, Twitter and their own Photobucket subsidiary. The new project is being called MySpace “Data Availability” and is an example, MySpace says, of their dedication to playing nice with the rest of the Internet.

A mockup of how the data sharing will look in action with Twitter is shown above. MySpace is essentially making key user data, including (1) Publicly available basic profile information, (2) MySpace photos, (3) MySpaceTV videos, and (4) friend networks, available to partners via their (previousy internal) RESTful API, along with user authentication via OAuth.

The key goal is to allow users to maintain key personal data at sites like MySpace and not have it be locked up in an island. Previously users could turn much of this data into widgets and add them to third party sites. But that doesn’t bridge the gap between independent, autonomous websites, MySpace says. Every site remains an island.

But with Data Availability, partners will be able to access MySpace user data, combine it with their own, and present it on their sites outside of the normal widget framework. Friends lists can be syncronized, for example. Or Twitter may use the data to recommend other Twitter users who are your MySpace friends.

The data sharing is dynamic, meaning it is updated constantly. And that also means user permission is not a one time thing. At any time a user can change or revoke the rights of a third party to access the data. Those third parties are “being held to strict terms of service,” says MySpace, which prohibits them from storing the data or using it once permissions are revoked.

For now, just the four launch partners will have access to Data Availability, and the features should go live in the next couple of weeks. More partners will be added over time, and MySpace says they eventually want to give even “mom and pop” websites ways to be involved.

What About Open Social?

MySpace is a partner in Google’s OpenSocial project, but this is being done outside of that framework. MySpace says they’ll adopt the Open Social APIs that evolve around data sharing once they are developed and announced.

The Center Of All User Data

Historically MySpace has lagged Facebook in terms of innovation. But they definitely “get it” this time. Sharing user data so openly (with user permission) is a terrific way to incentivize users to store all their core data at MySpace to begin with. Users eventually need one place on the Internet to store their data, or lots of places to store different types of data. But what they don’t want is today’s world where they are recreating and storing the same data over a plethora of social networks just because all those sites refuse to share. We’re starting to see the floodgates open and the idea of data sharing become a reality (thanks largely to the efforts of Data Portability and other activists in this space).

By acting first, MySpace takes the lead and has a shot at being the long term winner – meaning lots of people use MySpace as the place to store data, and share it out to other applications from there. Look for Google to make their move next.

See my post on “The Centralized Me” for more of my thinking on this.

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MySpace is announcing a broad ranging embrace of data portability standards today, along with data sharing partnerships with Yahoo, Ebay, Twitter and their own Photobucket subsidiary. The new project is being called MySpace “Data Availability” and is an example, MySpace says, of their dedication to playing nice with the rest of the Internet.

A mockup of how the data sharing will look in action with Twitter is shown above. MySpace is essentially making key user data, including (1) Publicly available basic profile information, (2) MySpace photos, (3) MySpaceTV videos, and (4) friend networks, available to partners via their (previousy internal) RESTful API, along with user authentication via OAuth.

The key goal is to allow users to maintain key personal data at sites like MySpace and not have it be locked up in an island. Previously users could turn much of this data into widgets and add them to third party sites. But that doesn’t bridge the gap between independent, autonomous websites, MySpace says. Every site remains an island.

But with Data Availability, partners will be able to access MySpace user data, combine it with their own, and present it on their sites outside of the normal widget framework. Friends lists can be syncronized, for example. Or Twitter may use the data to recommend other Twitter users who are your MySpace friends.

The data sharing is dynamic, meaning it is updated constantly. And that also means user permission is not a one time thing. At any time a user can change or revoke the rights of a third party to access the data. Those third parties are “being held to strict terms of service,” says MySpace, which prohibits them from storing the data or using it once permissions are revoked.

For now, just the four launch partners will have access to Data Availability, and the features should go live in the next couple of weeks. More partners will be added over time, and MySpace says they eventually want to give even “mom and pop” websites ways to be involved.

What About Open Social?

MySpace is a partner in Google’s OpenSocial project, but this is being done outside of that framework. MySpace says they’ll adopt the Open Social APIs that evolve around data sharing once they are developed and announced.

The Center Of All User Data

Historically MySpace has lagged Facebook in terms of innovation. But they definitely “get it” this time. Sharing user data so openly (with user permission) is a terrific way to incentivize users to store all their core data at MySpace to begin with. Users eventually need one place on the Internet to store their data, or lots of places to store different types of data. But what they don’t want is today’s world where they are recreating and storing the same data over a plethora of social networks just because all those sites refuse to share. We’re starting to see the floodgates open and the idea of data sharing become a reality (thanks largely to the efforts of DataPortability and other activists in this space).

By acting first, MySpace takes the lead and has a shot at being the long term winner – meaning lots of people use MySpace as the place to store data, and share it out to other applications from there. Look for Google to make their move next.

See my post on “The Centralized Me” for more of my thinking on this.

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Microsoft Chairman Bill Gates told the press in Tokyo yesterday that the company “isn’t pursuing other deals following the withdrawal of its $47.5 billion takeover bid for Yahoo.” Their experience dealing with Yahoo, apparently, has put them off acquisitions altogether.

But wait. Just Monday Gates said “I wouldn’t rule out some partnerships but we don’t have anything imminent there” following a meeting and dinner with South Korean President Lee Myung-bak. In corporate-speak, that’s a pretty strong statement that Microsoft wants to buy some companies.

Did Microsoft change corporate development strategies from one day to the next? It appears they did. On Monday he says he wouldn’t rule out partnerships. Tuesday, no partnerships and a go it alone strategy.

What’s the real strategy? I can’t help but wonder if their key goal is to convince the market that they really don’t want Yahoo in order to drive their stock price down as far as possible. It’s clear that the markets still anticipate a deal with Microsoft, or possibly Google. It is currently trading at just under $26; analysts think its share price should be closer to $22.

If Gates is out telling the world, as he did on Monday, that they need to acquire other companies to fix their Internet strategy, it doesn’t take very long to figure out that there isn’t another Yahoo out there on the market. Microsoft has a long term problem on its hands, and Yahoo may be the only remedy. So when Gates says Microsoft isn’t pursuing deals, what I tranlate that to is “We really, really want to buy Yahoo.”

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Last night, Andrew Ross Sorkin of the New York Times and our own Michael Arrington appeared on the Charlie Rose Show to talk about —what else?—Yahoo, Microsoft and the non-deal that everybody can’t stop talking about. The segment is embedded above.

Michael notes in the piece that Microsoft has a long-term problem in that it has to figure out its Internet strategy. And even putting together AOL, MySpace, and Facebook does not bring what Yahoo does to the table: a real player in search. He also suggests that Microsoft might come back with another lower bid. And that Yahoo should have accepted the bid back in February.

He also notes that Yahoo’s banker, Goldman Sachs, was rumored to have gotten an independence fee, meaning it will be paid extra if Yahoo stays free. If true, it could have been working at cross-purposes. As he points out, on Saturday, the most important day of the deal, the company sends Jerry Yang and David Filo. He asks: “Why wasn’t [chairman] Roy Bostock there to make the deal?” Good question. Here’s another one that Mike poses: “Is Jerry Yang still going to be the CEO of Yahoo?”

(Check out Michael’s first appearance on the show from March).

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Here’s the latest Yahoo rumor that we’re chasing: The Yahoo board of directors met earlier today and authorized chairman Roy Bostock, not CEO Jerry Yang, to call Ballmer about re-starting negotiations. In fact, this rumor may have been behind the small rally in Yahoo’s stock today, which closed up 5.5 percent to $25.72 (still down from where it closed on Friday at $28.67). If this is true, it makes you wonder who is really in charge at Yahoo.

Yang has been getting a lot of grief from angry shareholders for not taking Microsoft’s $33 a share offer, and instead holding out for $37 or $38. Now his story keeps changing on when he learned about the $33 bid. But when Ballmer balked and called off the deal, that may have been when Yang’s grip on power began to weaken. What happened next was curious. In Yahoo’s official press release on May 3 responding to Microsoft’s termination of negotiations, it was Bostock who issued the primary statement from Yahoo, not Yang.

As we understand the chronology of events from last week, Ballmer made his $33 offer on Wednesday, April 30. But fearing that the offer may not have been made clear to Yahoo’s board, says a source close to the negotiations, Microsoft’s general counsel Brad Smith called Ron Olsen, the lawyer for Yahoo’s independent directors, on Friday to reiterate the $33 bid. Then on Saturday, not hearing back anything new, Ballmer reviewed his $33 bid versus the $37 to $38 that Yang had been grasping for. And then he walked.

Now the Yahoo board may be rethinking that stance, and putting Bostock in charge of negotiations. The timetable for any new negotiations is about ten days, since Yahoo announced yesterday that its annual shareholder meeting will take place on July 3. That gives Microsoft (and anyone else) until May 15 to nominate an alternate slate of directors, should it choose to revisit that option.

Whether or not Yahoo’s board actually met today and authorized Bostock to restart negotiations is entirely speculation at this point, say our sources. But here’s one more interesting tidbit. Today, Yahoo board member Eric Hippeau was supposed to speak on a panel with me and others at the In-Call Media Summit in New York (where we both live). He didn’t show up. Another venture capitalist from Softbank took his place. When I asked around what happened to Hippeau, I was told by someone else at the conference who would have known that he is in Sunnyvale. So maybe the board did meet today after all.

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