Monday, March 26, 2012

And now it's (proxy) war: Yahoo names three board members

Yahoo stripped off its glove and whacked dissident investor Daniel Loeb across the face with it, naming three new directors as alternatives to Loeb's outsider slate.

Yahoo appointed three new directors to its board, an unmistakeable shot across the bow of dissident shareholder Daniel Loeb, who's agitated for major changes at the struggling Internet pioneer.

In other words, let the proxy war begin.

Loeb, whose hedge fund Third Point owns almost six percent of the struggling Web pioneer, emerged as a pointed critic of Yahoo management late last year. Last month, Loeb proposed an alternate slate of four directors -- one of those candidates being himself.

With today's move, Yahoo clearly dismissed not only that alternative slate (with one exception -- see below), but Loeb himself. As the company noted in its own release:

The Board remains open to hearing Third Point's ideas and to working constructively with Third Point, but believes that appointing Mr. Loeb to the Board is not in the best interest of the Company and its shareholders

Your corporatese put-downs don't come much sharper than that.

Yahoo's newest board members are:
Peter Liguori, the former chairman of Fox BroadcastingJohn Hayes, EVP and chief marketing officer at American ExpressThomas McInerney, former CFO of InterActive Corp.
Loeb has repeatedly dinged Yahoo's board for a lack of expertise in media, advertising and marketing. It's hard not to see the company's latest appointments as a direct response to that criticism.

So Liguori -- whose storied career has also wound through HBO and, most recently, Discovery Communications -- is the clear media heavyweight. That presumably also makes him Yahoo's answer to Loeb's two Big Media candidates, former NBC Universal president Jeff Zucker and former MTV president Michael Wolf.

Hayes, meanwhile, is presumably there to help jazz up Yahoo's marketing appeal.... somehow The company's release touts him as "one of the nation's most innovative marketing executives with an expertise in digital marketing."

That would be impressive indeed, could anyone happen to recall anything noteworthy Amex has accomplished in digital marketing. Unless you want to count the latest Amex promotion on Twitter -- one that gets you bargains if you push them on Twitter using an Amex-branded hashtag. Which may itself give us an indication of where Yahoo is likely headed.

McInerney, meanwhile, apparently brings financial expertise and no small amount of experience buying up and selling off Web properties, which could certainly come in handy. Let's just hope Yahoo CEO Scott Thompson isn't hoping to tap his strategic expertise at IAC, a company that strongly resembles the Island of Misfit Web sites.

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