DISQUS

Haha, wow, I had not seen that Chris Anderson piece. Totally agree with your take on it. It's like those scientists from the late 1800s who were pretty sure that basically all scientific knowledge had been discovered, and everything left was just cleanup, filling in a few blanks.

These "the end of X" proclamations are wrong so much of the time it's basically useless to make them. Does Chris Anderson really want to make the same argument that so many Doomsday cults for the last 2000 years have been making? It's so over the top that I suspect he sensationalized it on purpose to garner attention.

Off-topic comment: Is it just me, or is there something wrong with the pagination/navigation to older posts on this blog?

For instance, in both IE and Firefox, when I put in http://www.mathewingram.com/work/page/4/ I see the same posts as when I put in http://www.mathewingram.com/work/ . The only difference is the presence of "Next Entries" link at the bottom of /page/4.

I might go so far as to say that it might have been a violation of fiduciary duty to not take the MSFT offer, as the highest actual value that could be obtained for the company.

Valuation is always difficult, but it seems hard to argue that Yahoo's intrinsic value as an independent entity could be so far off from the valuation at MSFT's revised $33/sh final offer, especially when Yahoo had been trading in the low $20s/sh before the bid.

The legal consequence of the self-dealing is that Craig and Jim now have to prove that the transactions were actually fair - they don't get the benefit of the doubt.

The thing is, they only had the 3 board members, which seemed to have gone down to 2 (Craig and Jim) at the time of the disputed transactions. Not having any independent directors on the board was not a good idea, in hindsight.

Even if they had just nominated a special independent committee for those transactions, that would have at least given them an argument that someone was looking out for the interests of the minority.

I agree that it's weird to call it a poison pill, given that it's a private company context. However, it does operate identically to how a true poison pill operates.

I think it would still be considered a "defensive measure" under Delaware law, however, meaning that it has to have a reasonable relation to the threat posed (meaning that the law recognizes that management can take measures to protect their positions).

It doesn't look like it really bears any relation to a threat at all, and I think it is also clearly a self-interested transaction. This situation really does demonstrate the "lock-in" problem faced by minority owners in private companies.

Wow, great post. Intersting synthesis.