Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Save to My Library
Look up keyword
Like this
2Activity
0 of .
Results for:
No results containing your search query
P. 1
Feb 21 Yahoo Complaint

Feb 21 Yahoo Complaint

Ratings: (0)|Views: 127 |Likes:
Published by lled2020
Yahoo! S suit
Yahoo! S suit

More info:

Published by: lled2020 on Feb 24, 2008
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

06/14/2009

pdf

text

original

 
IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE
POLICE AND FIRE RETIREMENT SYSTEMOF THE CITY OF DETROIT and GENERALRETIREMENT SYSTEM OF THE CITY OFDETROIT, on behalf of themselves and all other similarly situated shareholders of Yahoo! Inc.,Plaintiffs,v.YAHOO! INC., JERRY YANG, ROYBOSTOCK, RON BURKLE, ERIC HIPPEAU,VYOMESH JOSHI, ARTHUR KERN, ROBERTKOTICK, EDWARD KOZEL, MAGGIEWILDEROTTER, AND GARY WILSON,Defendants.Civil Action No.
VERIFIED CLASS ACTION COMPLAINT
Plaintiffs Police & Fire Retirement System of the City of Detroit and the GeneralRetirement System of the City of Detroit (collectively “Plaintiffs”), by their undersignedcounsel, on behalf of themselves and all other similarly situated public shareholders (the“Class”) of Yahoo! Inc. (hereafter, “Yahoo” or the “Company”), bring the followingVerified Class Action Complaint (“Complaint”) against Yahoo and the members of its board of directors (the “Board”). The allegations of this Complaint are based on the personal knowledge of Plaintiffs as to themselves and on information and belief (including the investigation of counsel and review of publicly available information) as toall other matters.
 
SUMMARY OF THE ACTION
1.Much has been said and written about the viability of the so-called “JustSay No” defense in response to unsolicited acquisition proposals. This case presents anew twist on the subject. The Yahoo Board, in its desperation to pull off a “Just Say Noto Microsoft” defense, is fighting off a non-coercive
62% premium offer 
by pursuing allmanner of value-destructive third party deals. In particular, recent news reports indicatea potential imminent deal specifically structured to avoid any shareholder vote and tothwart the desire of Yahoo’s shareholders to sell their shares for the maximum availablevalue.2.Over a year ago, Yahoo’s Board received a private offer by MicrosoftCorporation (“Microsoft”) to commence merger discussions. Instead of exploringwhether such a deal could benefit shareholders, Yahoo’s Board insisted that it wished to pursue certain strategic or operational initiatives, such as “Project Panama,” as well asother organizational changes. Rather than press the issue immediately by making itsoffer public or taking other “hostile” action, Microsoft gave the Yahoo Board time to pursue those strategies.3.None of the long term strategies that Yahoo pursued as an alternative to acombination with Microsoft have panned out. In fact, the Company’s financial conditionhas worsened, its stock performance weakened, and shareholder discontent has reached a boiling point. The Yahoo Board had its chance to pursue its pre-existing strategies, andwas unable to execute them.- 2 -
 
4.Fortunately for Yahoo’s shareholders, Microsoft returned. On February 1,2008, Microsoft announced a proposal to acquire Yahoo for $31 per share, comprised of half cash and half stock – a staggering 62% premium above the $19.18 closing price of Yahoo common stock on January 31, 2008. Analysts hailed Microsoft’s bid as a “gift”for Yahoo’s shareholders, many of whom publicly demanded that the Yahoo directorsenter into good faith negotiations to fully inform themselves as to the potentially addedvalue Microsoft can offer. Numerous research analysts believe that Microsoft would bewilling to raise its offer.5.Instead, Yahoo’s board rejected Microsoft’s offer outright and has lookedfar and wide for anyone but Microsoft to rescue them from their own failed strategy.Yahoo’s desperation to fend off Microsoft is driven by resentment, and some Yahoodirectors recognize as much. The
 New York Post 
reports that several members of theBoard have recognized that Chief Executive Officer Jerry Yang is hurting Yahoo and itsshareholders by placing pride over prudence:The friction on the board centers on Yang and his board loyalists,
who are so opposed to Microsoft’s offer that the independent committee isworried that the Yang group might act out of emotion rather than their  fiduciary duty…
According to one source close to the situation, “The emotional part of Yang would rather do anything but sell to Microsoft….”6.All Yahoo directors share responsibility for Yahoo’s self-destructiveresponse to Microsoft’s offer. Yahoo has initiated talks with Time Warner, Inc.(“TimeWarner”) regarding a possible acquisition of AOL LLC (“AOL”), explored dealswith its chief competitor, Google, Inc. (“Google”), and entered discussions with News- 3 -

Activity (2)

You've already reviewed this. Edit your review.
1 thousand reads
1 hundred reads

You're Reading a Free Preview

Download
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->