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A Challenging, Contemporary Business Decision: Yahoo vs. Microsoft
Kelli Barnett, Gretchen Buckman, Alexandre Le, Marmi Maramot
BUS 511 Managerial Skills and Business Ethics, Dr. McGuire
November 25, 2008
The first dilemma
On February 1, 2008, Yahoo’s Board of Directors received an unsolicited letter from
Microsoft CEO Steve Ballmer. “I am writing on behalf of the Board of Directors of
Microsoft to make a proposal for a business combination of Microsoft and Yahoo!.
Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo!
common stock for per share consideration of $31 based on Microsoft's closing share price
on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft
common stock. […] Our proposal represents a 62% premium above the closing price of
Yahoo! common stock of $19.18 on January 31, 2008.”1
So began a saga whose final
chapters were still being written as of November 2008. We now have the benefit of
20/20 hindsight as to how Yahoo could have best responded to this letter, but let us go
back in time and put ourselves in Yahoo’s initial position. Should Yahoo accept or reject
Microsoft’s offer?
Yahoo’s financial situation
Yahoo had to consider the following economic realities it was facing at the time:
• Its stock was down one-third since co-founder Jerry Yang took over as CEO in June
2007.2
• Net income for the quarter ending December 31, 2007 was $206 million, down from
$269 million for the same quarter in 2006.3
• Net income for fiscal year 2007 was $660 million, down from $751 million for 2006.3
• About 1,000 Yahoo employees would be laid off in mid-February 2008.3
• Since December 2006, at least 20 executives at vice president level or higher
including the COO, CTO, and Chief Sales Officer had left Yahoo.4
Clearly the 15-year-old company had to do something to reverse this downward trend in
its business results and lack of confidence among its staff and in the marketplace. Yahoo
was no longer at the top of anyone’s list when it came to admired Internet companies,
since websites like Craigslist, Facebook, and of course Google came along. While Yahoo
was a pioneer in search technology, it was “google” that became a verb meaning to look
up something online. Yahoo was still the world’s #2 search engine, but it was a very
distant second, with 12.8% of queries to Google’s 62.4%.6
The first step: Selecting a Conflict Management Style
There are appropriate and inappropriate times to apply each of Kenneth Thomas’ five
conflict management preferences.14
As you evaluate the circumstances of the particular
problem at hand, the available styles to use are ultimately reduced to one or two viable
G. Buckman, K. Barnett, A. Le, M. Maramot Page 1 of 7
alternatives. In Yahoo’s case, Fox or Owl would be the right styles to use. Below is a
table illustrating the reasoning behind this determination.
Yahoo’s Circumstance Appropriate Conflict Management Styles to Use
Issue is important? YES Turtle Teddy Bear Shark Fox Owl
Survival is at stake? YES Turtle Teddy Bear Shark Fox Owl
Maybe deal w/MSFT again? YES Turtle Teddy Bear Shark Fox Owl
Time/Resources available? NO Turtle Teddy Bear Shark Fox Owl
Time/Resources available? YES Turtle Teddy Bear Shark Fox Owl
If Yahoo felt that time was of the essence and was willing to give up a few points in order
to reach an agreement with Microsoft sooner rather than later, then it should go with the
Compromising (Fox) style. On the other hand, if Yahoo was committed to investing as
long as it takes to work out a mutually satisfying deal with Microsoft, then the
Collaborating (Owl) style would be optimal.
Unfortunately, Yahoo chose to deal with Microsoft as a Shark. Yahoo was unwilling
to compromise on its points or to make the necessary effort to collaborate on a win-win
solution. It was prepared to risk any opportunities for further negotiations with Microsoft
in the future. Yahoo wanted $40 per share5
, AND it did not want to give up its search
engine to Microsoft. Thus, on February 11, Yahoo rejected Microsoft’s offer of $31
per share. Since in the interim Microsoft’s share price had decreased while Yahoo’s had
increased to $29.75, industry analysts felt that Yahoo was betting on Microsoft coming
back with a higher offer and not outright refusing to be acquired by Microsoft.5
Round Two: It gets ugly
Well, Yahoo thought wrong. As the tit-for-tat strategy of game theory dictates, Microsoft
responded to Yahoo’s lack of cooperation by also playing the Shark. Almost two months
after Yahoo’s rejection of its offer, Ballmer sent Yahoo another letter, this time harsher in
tone.6
Ballmer contended that Microsoft’s offer was fair and warned that if Yahoo didn’t
agree to the acquisition within three weeks, then Microsoft would take up the matter
directly with Yahoo’s shareholders. In other words, Microsoft would attempt a hostile
takeover of Yahoo by having Yahoo’s shareholders vote to oust Yahoo’s board of
directors and replace them with people more amenable to Microsoft’s agenda. The
deadline was April 26.7
What should Yahoo do now?
Yahoo stays the course
Now that Microsoft set a definitive deadline and threatened a nasty proxy battle, it would
appear that Yahoo should switch styles and be a Fox instead of a Shark. Three weeks
wouldn’t be enough time to be an Owl, and maybe giving in a little to Microsoft’s
demands would be better than having Yahoo’s entire slate of directors wiped clean.
However, Yahoo let the April 26 deadline pass with no deal.
G. Buckman, K. Barnett, A. Le, M. Maramot Page 2 of 7
So, Yahoo actually did change its conflict management style, but it incorrectly switched
to the Turtle, not to the Fox. As we saw from the previous table, the Avoiding style is
totally inappropriate to use if the issue at hand is important and company survival is at
stake, both of which apply to Yahoo’s situation. Yahoo the Turtle thus put itself at the
mercy of Microsoft the Shark. Now Yahoo just had to gamble on Microsoft not
proceeding with the board ouster and instead raising its offer to at least $35 per share as
major Yahoo shareholders were hoping for.8
Microsoft’s final word
At first Microsoft backed down a bit, and during the week following the deadline,
Ballmer spoke with Yang and raised Microsoft’s offer to $33 per share, which increased
the value of the deal by $5 billion.9
Then Yahoo switched back to Shark mode and said
no, we want $37 per share, for an additional $5 billion. Ballmer was fed up and on May
3, he sent Yang a final letter. While Microsoft would not be pursuing a hostile takeover
bid, it formally withdrew its proposal to acquire Yahoo. The letter had some stinging
words at the end pointing out Yahoo’s folly: “I still believe even today that our offer
remains the only alternative put forward that provides your stockholders full and fair
value for their shares. By failing to reach an agreement with us, you and your
stockholders have left significant value on the table.” Ballmer also revealed what
Microsoft’s BATNA was all along: “We will move forward and will continue to innovate
and grow our business at Microsoft with the talented team we have in place and
potentially through strategic transactions with other business partners.”9
What went wrong: Analyzing Yahoo’s actions using Sebenius’ Six Common
Negotiating Mistakes15
Harvard Business School’s James Sebenius would say that Yahoo’s botched dealings
with Microsoft provide an almost perfect textbook example of what not to do during
negotiations. We say “almost perfect” because Yahoo committed 5 out of the 6 common
errors, which is still pretty bad.
1. Neglecting the other side’s problem
Microsoft wanted to acquire Yahoo in order to be more competitive against their
common rival, Google. But Yahoo went further than merely neglecting this, being
downright antagonistic instead:10
• One of Yahoo’s bargaining terms was that it be allowed to outsource part of its search
business to Google. “Sure you can acquire us, but we still want to do business with
our #1 nemesis on the side!”
• Microsoft wanted to absorb Yahoo’s talented engineers and other staff. But Yahoo
wanted to amend its employee severance plan such that if workers were to quit as a
result of an acquisition by another firm, then they would have to be paid extra
compensation on top of their severance package. “And don’t forget a nice bonus for
those who refuse to work for you!”
G. Buckman, K. Barnett, A. Le, M. Maramot Page 3 of 7
2. Letting price trump other interests
Yang was so unrelenting when it came to Yahoo’s asking price that he ignored
shareholders’ wishes and damaged Yahoo’s public image. On March 5, the Detroit
Police and Fire Departments’ pension funds filed a class action lawsuit accusing Yahoo’s
board of directors of not negotiating with Microsoft in good faith, citing Yahoo’s
demands mentioned above as evidence.11
By refusing Microsoft’s $31 per share offer,
Yahoo caused stockholders to miss out on the 62% gain this represented over the $19.18
January 31 price, constituting “a breach of fiduciary duty.” On June 2, the full 64-page
complaint including copies of internal Yahoo documents and e-mails was made public
after a judge denied Yahoo’s request to keep this information sealed.10
Now in addition
to a class action lawsuit, Yahoo’s arrogance and greed would also be on display in the
court of public opinion.
3. Failing to reconcile both parties’ underlying interests through problem-solving that
will create new value
Yahoo disregarded the various ways that Microsoft’s acquisition of Yahoo would be
mutually beneficial to both parties, which Ballmer outlined in his initial offer letter:1
• Economies of scale: Through consolidated capital investment, Microsoft and Yahoo
would be stronger against Google especially in terms of an Internet advertising
platform, and thus would be able to offer an attractive alternative to online
advertisers.
• Improved R&D capacity: Through combining and focusing the creativity of both
companies’ engineers on R&D priorities such as a single advertising platform and
search engine, levels of innovation could be reached that neither company would be
capable of on its own.
• Efficiency in operating activities: Microsoft and Yahoo could achieve greater
financial performance by eliminating redundancies in infrastructure and operating
costs.
• Delivering a more diverse array of products: As a bigger company, Microsoft and
Yahoo would enhance its ability to offer users such services as online video, cell
phone/PDA services, e-commerce, and social networking; thus giving businesses like
Myspace, iPhone, and YouTube more serious competition.
4. Searching TOO hard for common ground: This is the only mistake of the six that
Yahoo DIDN’T make.
5. Neglecting BATNAs
Yahoo did have a BATNA, but it was not a guaranteed option to fall back on. Yahoo’s
BATNA was to partner with Google in the online search advertising business. The two
companies announced the deal on June 12.2
But there was always the danger that the
partnership would come under scrutiny by the Department of Justice. Ironically
Microsoft, itself a past DOJ target for anti-competitive practices, testified at the July 15
G. Buckman, K. Barnett, A. Le, M. Maramot Page 4 of 7
Senate antitrust subcommittee meeting that Yahoo and Google together would control
90% of the search advertising market.12
There was also a representative from
Yellowpages.com who testified that the Yahoo-Google partnership would hurt small
advertisers. Of course there were also Microsoft haters in the Senate as well as a pro-
Yahoo advertising customer from AskTheBuilder.com present at the meeting.
Nevertheless, the issue of the partnership’s legality was raised, and so Yahoo’s BATNA
was never a sure thing by any means.
6. Failing to recognize and correct perceptual biases
One of the complaints in the class action lawsuit by Yahoo’s shareholders was that the
board of directors allowed Jerry Yang to take the lead in negotiations with Microsoft.10
The lawsuit alleged that the Yahoo co-founder acted out of “well-known antipathy
toward Microsoft” and a personal interest in keeping the company independent.
Also self-serving was Yahoo’s contention that the company was worth much more than
what Microsoft was offering. On March 18, Yahoo issues a news release presenting its
forecasts for three-year operating cash flow and fiscal year 2008 revenue.13
The numbers
indicated that Yahoo was justified in rejecting Microsoft’s offer. The problem was that
the three-year plan was an old one Yahoo had first presented to the Board of Directors
back in December 2007. Also, the general Wall Street consensus was that Yahoo’s
predictions were unrealistic. As one analyst commented, “The stars have to align
perfectly for them to hit those numbers.”
Conclusion
Yahoo’s rejection of Microsoft’s initial $31 per share offer set off a cascade of one bad
outcome after another:
• The Monday after Microsoft announced it was no longer interested in acquiring
Yahoo, Yahoo’s stock fell almost 16% in a single day.16
• Yahoo’s earnings report for the quarter ending September 30, 2008 showed that the
company was indeed being overly optimistic in its financial forecasts. Net income
was $54.3 million, a 64% drop from $151.3 million in the same quarter of 2007.17
• Along with its quarterly earnings, Yahoo also announced in October that 10% of its
workforce would be laid off.17
Adding this to the layoffs announced in January, this
amounted to at least 2,430 employees let go in 2008.
• Executives continued to leave Yahoo en masse. In fact, nine high-ranking employees
including six vice presidents defected in a single week in June.18
• Worst of all for Yahoo, Google called off their search advertising partnership deal on
November 5.3
As a Google spokesperson confirmed, “Pressing ahead risked not only
a protracted legal battle but also damage to relationships with valued partners.” The
day after Google’s announcement, Yahoo’s stock fell to $12.20, or a full 63% below
Microsoft’s highest offer of $33 per share.
G. Buckman, K. Barnett, A. Le, M. Maramot Page 5 of 7
Closing Price of Yahoo stock from Jan 3 - Nov 8, 2008
0
5
10
15
20
25
30
351/31/08
2/14/08
2/28/08
3/13/08
3/27/08
4/10/08
4/24/08
5/8/08
5/22/08
6/5/08
6/19/08
7/3/08
7/17/08
7/31/08
8/14/08
8/28/08
9/11/08
9/25/08
10/9/0810/23/08
11/6/08
YHOO
Jan 31: Yahoo's closing price $19.18
MSFT's offer
Feb 1: $31/share
Apr 28: $33/share
May 3: MSFT withdraws
The company was already in trouble before Microsoft’s acquisition proposal, but
Yahoo’s handling of the matter only hastened its decline. Yahoo miscalculated at every
turn, from using the wrong conflict management styles for the given situation, to making
every negotiating error possible (except for trying too hard to find a compromise). The
biggest mistake Yahoo made was in relying too much on an uncertain BATNA. Having a
questionable BATNA is no better than having none at all.
Epilogue
Yang appeared foolish and broken when he announced at the Web 2.0 Summit in San
Francisco on November 5 (the day Google gave up its deal with Yahoo) that “With
Microsoft, if they want to buy the whole company, we're around for that.” He added that
he would also be open to Microsoft buying just the search business. When asked if he
would still be holding out for the $37 per share he was demanding back in May, Yang
replied “Oh no. At the right price, whatever the price is.”19
G. Buckman, K. Barnett, A. Le, M. Maramot Page 6 of 7
References
1. “Microsoft’s offer to Yahoo’s board,” www.infoworld.com (February 1, 2008)
2. Jim Puzzanghera and Jessica Guynn. “Yahoo back in hot water after Google pulls out
of partnership,” www.latimes.com (November 6, 2008)
3. “Update: Yahoo's Q4 sales up, profit down,” www.infoworld.com (January 29, 2008)
4. “Yahoo plans to cut staff,” www.infoworld.com (January 22, 2008)
5. “What's behind Yahoo's rejection of Microsoft bid?” www.infoworld.com (February
11, 2008)
6. “Microsoft to Yahoo: Make deal or face proxy fight,” www.infoworld.com (April 7,
2008)
7. “Microsoft/Yahoo deadline passes with no deal,” www.infoworld.com (April 28,
2008)
8. “Reports: Microsoft and Yahoo try to work it out,” www.infoworld.com (May 2,
2008)
9. “Ballmer's withdrawal letter to Yang,” www.infoworld.com (May 6, 2008)
10. “Shareholder lawsuit claims Yahoo derailed Microsoft bid,” www.infoworld.com
(June 3, 2008)
11. “Yahoo faces shareholder ire over failed Microsoft bid,” www.infoworld.com (May
6, 2008)
12. “Update: MS says Google/Yahoo deal means less competition,” www.infoworld.com
(July 15, 2008)
13. “Update: Yahoo to Microsoft: Cheapskate,” www.infoworld.com (March 18, 2008)
14. McGuire, S.J.J. (2007). Note on Conflict Management Preferences. College of
Business and Economics, California State University, Los Angeles.
15. Sebenius, J.K. (2001). “Six Habits of Merely Effective Negotiators,” Harvard
Business Review, 79 (4): 87-95.
16. “Yahoo's stock slides as U.S. markets open,” www.infoworld.com (May 5, 2008)
17. McCollum, Jordan. “Yahoo Optimistic After Earnings Drop, Layoffs: Nowhere to Go
But Up?” www.marketingpilgrim.com (October 22, 2008)
18. Shankland, Stephen. “Three more top execs leaving Yahoo; reorg coming,”
news.cnet.com (June 19, 2008)
19. “Yang to Ballmer: Microsoft should buy Yahoo,” www.infoworld.com (November 6,
2008)
G. Buckman, K. Barnett, A. Le, M. Maramot Page 7 of 7

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Yahoo vs. Microsoft

  • 1. A Challenging, Contemporary Business Decision: Yahoo vs. Microsoft Kelli Barnett, Gretchen Buckman, Alexandre Le, Marmi Maramot BUS 511 Managerial Skills and Business Ethics, Dr. McGuire November 25, 2008 The first dilemma On February 1, 2008, Yahoo’s Board of Directors received an unsolicited letter from Microsoft CEO Steve Ballmer. “I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft's closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. […] Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008.”1 So began a saga whose final chapters were still being written as of November 2008. We now have the benefit of 20/20 hindsight as to how Yahoo could have best responded to this letter, but let us go back in time and put ourselves in Yahoo’s initial position. Should Yahoo accept or reject Microsoft’s offer? Yahoo’s financial situation Yahoo had to consider the following economic realities it was facing at the time: • Its stock was down one-third since co-founder Jerry Yang took over as CEO in June 2007.2 • Net income for the quarter ending December 31, 2007 was $206 million, down from $269 million for the same quarter in 2006.3 • Net income for fiscal year 2007 was $660 million, down from $751 million for 2006.3 • About 1,000 Yahoo employees would be laid off in mid-February 2008.3 • Since December 2006, at least 20 executives at vice president level or higher including the COO, CTO, and Chief Sales Officer had left Yahoo.4 Clearly the 15-year-old company had to do something to reverse this downward trend in its business results and lack of confidence among its staff and in the marketplace. Yahoo was no longer at the top of anyone’s list when it came to admired Internet companies, since websites like Craigslist, Facebook, and of course Google came along. While Yahoo was a pioneer in search technology, it was “google” that became a verb meaning to look up something online. Yahoo was still the world’s #2 search engine, but it was a very distant second, with 12.8% of queries to Google’s 62.4%.6 The first step: Selecting a Conflict Management Style There are appropriate and inappropriate times to apply each of Kenneth Thomas’ five conflict management preferences.14 As you evaluate the circumstances of the particular problem at hand, the available styles to use are ultimately reduced to one or two viable G. Buckman, K. Barnett, A. Le, M. Maramot Page 1 of 7
  • 2. alternatives. In Yahoo’s case, Fox or Owl would be the right styles to use. Below is a table illustrating the reasoning behind this determination. Yahoo’s Circumstance Appropriate Conflict Management Styles to Use Issue is important? YES Turtle Teddy Bear Shark Fox Owl Survival is at stake? YES Turtle Teddy Bear Shark Fox Owl Maybe deal w/MSFT again? YES Turtle Teddy Bear Shark Fox Owl Time/Resources available? NO Turtle Teddy Bear Shark Fox Owl Time/Resources available? YES Turtle Teddy Bear Shark Fox Owl If Yahoo felt that time was of the essence and was willing to give up a few points in order to reach an agreement with Microsoft sooner rather than later, then it should go with the Compromising (Fox) style. On the other hand, if Yahoo was committed to investing as long as it takes to work out a mutually satisfying deal with Microsoft, then the Collaborating (Owl) style would be optimal. Unfortunately, Yahoo chose to deal with Microsoft as a Shark. Yahoo was unwilling to compromise on its points or to make the necessary effort to collaborate on a win-win solution. It was prepared to risk any opportunities for further negotiations with Microsoft in the future. Yahoo wanted $40 per share5 , AND it did not want to give up its search engine to Microsoft. Thus, on February 11, Yahoo rejected Microsoft’s offer of $31 per share. Since in the interim Microsoft’s share price had decreased while Yahoo’s had increased to $29.75, industry analysts felt that Yahoo was betting on Microsoft coming back with a higher offer and not outright refusing to be acquired by Microsoft.5 Round Two: It gets ugly Well, Yahoo thought wrong. As the tit-for-tat strategy of game theory dictates, Microsoft responded to Yahoo’s lack of cooperation by also playing the Shark. Almost two months after Yahoo’s rejection of its offer, Ballmer sent Yahoo another letter, this time harsher in tone.6 Ballmer contended that Microsoft’s offer was fair and warned that if Yahoo didn’t agree to the acquisition within three weeks, then Microsoft would take up the matter directly with Yahoo’s shareholders. In other words, Microsoft would attempt a hostile takeover of Yahoo by having Yahoo’s shareholders vote to oust Yahoo’s board of directors and replace them with people more amenable to Microsoft’s agenda. The deadline was April 26.7 What should Yahoo do now? Yahoo stays the course Now that Microsoft set a definitive deadline and threatened a nasty proxy battle, it would appear that Yahoo should switch styles and be a Fox instead of a Shark. Three weeks wouldn’t be enough time to be an Owl, and maybe giving in a little to Microsoft’s demands would be better than having Yahoo’s entire slate of directors wiped clean. However, Yahoo let the April 26 deadline pass with no deal. G. Buckman, K. Barnett, A. Le, M. Maramot Page 2 of 7
  • 3. So, Yahoo actually did change its conflict management style, but it incorrectly switched to the Turtle, not to the Fox. As we saw from the previous table, the Avoiding style is totally inappropriate to use if the issue at hand is important and company survival is at stake, both of which apply to Yahoo’s situation. Yahoo the Turtle thus put itself at the mercy of Microsoft the Shark. Now Yahoo just had to gamble on Microsoft not proceeding with the board ouster and instead raising its offer to at least $35 per share as major Yahoo shareholders were hoping for.8 Microsoft’s final word At first Microsoft backed down a bit, and during the week following the deadline, Ballmer spoke with Yang and raised Microsoft’s offer to $33 per share, which increased the value of the deal by $5 billion.9 Then Yahoo switched back to Shark mode and said no, we want $37 per share, for an additional $5 billion. Ballmer was fed up and on May 3, he sent Yang a final letter. While Microsoft would not be pursuing a hostile takeover bid, it formally withdrew its proposal to acquire Yahoo. The letter had some stinging words at the end pointing out Yahoo’s folly: “I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.” Ballmer also revealed what Microsoft’s BATNA was all along: “We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.”9 What went wrong: Analyzing Yahoo’s actions using Sebenius’ Six Common Negotiating Mistakes15 Harvard Business School’s James Sebenius would say that Yahoo’s botched dealings with Microsoft provide an almost perfect textbook example of what not to do during negotiations. We say “almost perfect” because Yahoo committed 5 out of the 6 common errors, which is still pretty bad. 1. Neglecting the other side’s problem Microsoft wanted to acquire Yahoo in order to be more competitive against their common rival, Google. But Yahoo went further than merely neglecting this, being downright antagonistic instead:10 • One of Yahoo’s bargaining terms was that it be allowed to outsource part of its search business to Google. “Sure you can acquire us, but we still want to do business with our #1 nemesis on the side!” • Microsoft wanted to absorb Yahoo’s talented engineers and other staff. But Yahoo wanted to amend its employee severance plan such that if workers were to quit as a result of an acquisition by another firm, then they would have to be paid extra compensation on top of their severance package. “And don’t forget a nice bonus for those who refuse to work for you!” G. Buckman, K. Barnett, A. Le, M. Maramot Page 3 of 7
  • 4. 2. Letting price trump other interests Yang was so unrelenting when it came to Yahoo’s asking price that he ignored shareholders’ wishes and damaged Yahoo’s public image. On March 5, the Detroit Police and Fire Departments’ pension funds filed a class action lawsuit accusing Yahoo’s board of directors of not negotiating with Microsoft in good faith, citing Yahoo’s demands mentioned above as evidence.11 By refusing Microsoft’s $31 per share offer, Yahoo caused stockholders to miss out on the 62% gain this represented over the $19.18 January 31 price, constituting “a breach of fiduciary duty.” On June 2, the full 64-page complaint including copies of internal Yahoo documents and e-mails was made public after a judge denied Yahoo’s request to keep this information sealed.10 Now in addition to a class action lawsuit, Yahoo’s arrogance and greed would also be on display in the court of public opinion. 3. Failing to reconcile both parties’ underlying interests through problem-solving that will create new value Yahoo disregarded the various ways that Microsoft’s acquisition of Yahoo would be mutually beneficial to both parties, which Ballmer outlined in his initial offer letter:1 • Economies of scale: Through consolidated capital investment, Microsoft and Yahoo would be stronger against Google especially in terms of an Internet advertising platform, and thus would be able to offer an attractive alternative to online advertisers. • Improved R&D capacity: Through combining and focusing the creativity of both companies’ engineers on R&D priorities such as a single advertising platform and search engine, levels of innovation could be reached that neither company would be capable of on its own. • Efficiency in operating activities: Microsoft and Yahoo could achieve greater financial performance by eliminating redundancies in infrastructure and operating costs. • Delivering a more diverse array of products: As a bigger company, Microsoft and Yahoo would enhance its ability to offer users such services as online video, cell phone/PDA services, e-commerce, and social networking; thus giving businesses like Myspace, iPhone, and YouTube more serious competition. 4. Searching TOO hard for common ground: This is the only mistake of the six that Yahoo DIDN’T make. 5. Neglecting BATNAs Yahoo did have a BATNA, but it was not a guaranteed option to fall back on. Yahoo’s BATNA was to partner with Google in the online search advertising business. The two companies announced the deal on June 12.2 But there was always the danger that the partnership would come under scrutiny by the Department of Justice. Ironically Microsoft, itself a past DOJ target for anti-competitive practices, testified at the July 15 G. Buckman, K. Barnett, A. Le, M. Maramot Page 4 of 7
  • 5. Senate antitrust subcommittee meeting that Yahoo and Google together would control 90% of the search advertising market.12 There was also a representative from Yellowpages.com who testified that the Yahoo-Google partnership would hurt small advertisers. Of course there were also Microsoft haters in the Senate as well as a pro- Yahoo advertising customer from AskTheBuilder.com present at the meeting. Nevertheless, the issue of the partnership’s legality was raised, and so Yahoo’s BATNA was never a sure thing by any means. 6. Failing to recognize and correct perceptual biases One of the complaints in the class action lawsuit by Yahoo’s shareholders was that the board of directors allowed Jerry Yang to take the lead in negotiations with Microsoft.10 The lawsuit alleged that the Yahoo co-founder acted out of “well-known antipathy toward Microsoft” and a personal interest in keeping the company independent. Also self-serving was Yahoo’s contention that the company was worth much more than what Microsoft was offering. On March 18, Yahoo issues a news release presenting its forecasts for three-year operating cash flow and fiscal year 2008 revenue.13 The numbers indicated that Yahoo was justified in rejecting Microsoft’s offer. The problem was that the three-year plan was an old one Yahoo had first presented to the Board of Directors back in December 2007. Also, the general Wall Street consensus was that Yahoo’s predictions were unrealistic. As one analyst commented, “The stars have to align perfectly for them to hit those numbers.” Conclusion Yahoo’s rejection of Microsoft’s initial $31 per share offer set off a cascade of one bad outcome after another: • The Monday after Microsoft announced it was no longer interested in acquiring Yahoo, Yahoo’s stock fell almost 16% in a single day.16 • Yahoo’s earnings report for the quarter ending September 30, 2008 showed that the company was indeed being overly optimistic in its financial forecasts. Net income was $54.3 million, a 64% drop from $151.3 million in the same quarter of 2007.17 • Along with its quarterly earnings, Yahoo also announced in October that 10% of its workforce would be laid off.17 Adding this to the layoffs announced in January, this amounted to at least 2,430 employees let go in 2008. • Executives continued to leave Yahoo en masse. In fact, nine high-ranking employees including six vice presidents defected in a single week in June.18 • Worst of all for Yahoo, Google called off their search advertising partnership deal on November 5.3 As a Google spokesperson confirmed, “Pressing ahead risked not only a protracted legal battle but also damage to relationships with valued partners.” The day after Google’s announcement, Yahoo’s stock fell to $12.20, or a full 63% below Microsoft’s highest offer of $33 per share. G. Buckman, K. Barnett, A. Le, M. Maramot Page 5 of 7
  • 6. Closing Price of Yahoo stock from Jan 3 - Nov 8, 2008 0 5 10 15 20 25 30 351/31/08 2/14/08 2/28/08 3/13/08 3/27/08 4/10/08 4/24/08 5/8/08 5/22/08 6/5/08 6/19/08 7/3/08 7/17/08 7/31/08 8/14/08 8/28/08 9/11/08 9/25/08 10/9/0810/23/08 11/6/08 YHOO Jan 31: Yahoo's closing price $19.18 MSFT's offer Feb 1: $31/share Apr 28: $33/share May 3: MSFT withdraws The company was already in trouble before Microsoft’s acquisition proposal, but Yahoo’s handling of the matter only hastened its decline. Yahoo miscalculated at every turn, from using the wrong conflict management styles for the given situation, to making every negotiating error possible (except for trying too hard to find a compromise). The biggest mistake Yahoo made was in relying too much on an uncertain BATNA. Having a questionable BATNA is no better than having none at all. Epilogue Yang appeared foolish and broken when he announced at the Web 2.0 Summit in San Francisco on November 5 (the day Google gave up its deal with Yahoo) that “With Microsoft, if they want to buy the whole company, we're around for that.” He added that he would also be open to Microsoft buying just the search business. When asked if he would still be holding out for the $37 per share he was demanding back in May, Yang replied “Oh no. At the right price, whatever the price is.”19 G. Buckman, K. Barnett, A. Le, M. Maramot Page 6 of 7
  • 7. References 1. “Microsoft’s offer to Yahoo’s board,” www.infoworld.com (February 1, 2008) 2. Jim Puzzanghera and Jessica Guynn. “Yahoo back in hot water after Google pulls out of partnership,” www.latimes.com (November 6, 2008) 3. “Update: Yahoo's Q4 sales up, profit down,” www.infoworld.com (January 29, 2008) 4. “Yahoo plans to cut staff,” www.infoworld.com (January 22, 2008) 5. “What's behind Yahoo's rejection of Microsoft bid?” www.infoworld.com (February 11, 2008) 6. “Microsoft to Yahoo: Make deal or face proxy fight,” www.infoworld.com (April 7, 2008) 7. “Microsoft/Yahoo deadline passes with no deal,” www.infoworld.com (April 28, 2008) 8. “Reports: Microsoft and Yahoo try to work it out,” www.infoworld.com (May 2, 2008) 9. “Ballmer's withdrawal letter to Yang,” www.infoworld.com (May 6, 2008) 10. “Shareholder lawsuit claims Yahoo derailed Microsoft bid,” www.infoworld.com (June 3, 2008) 11. “Yahoo faces shareholder ire over failed Microsoft bid,” www.infoworld.com (May 6, 2008) 12. “Update: MS says Google/Yahoo deal means less competition,” www.infoworld.com (July 15, 2008) 13. “Update: Yahoo to Microsoft: Cheapskate,” www.infoworld.com (March 18, 2008) 14. McGuire, S.J.J. (2007). Note on Conflict Management Preferences. College of Business and Economics, California State University, Los Angeles. 15. Sebenius, J.K. (2001). “Six Habits of Merely Effective Negotiators,” Harvard Business Review, 79 (4): 87-95. 16. “Yahoo's stock slides as U.S. markets open,” www.infoworld.com (May 5, 2008) 17. McCollum, Jordan. “Yahoo Optimistic After Earnings Drop, Layoffs: Nowhere to Go But Up?” www.marketingpilgrim.com (October 22, 2008) 18. Shankland, Stephen. “Three more top execs leaving Yahoo; reorg coming,” news.cnet.com (June 19, 2008) 19. “Yang to Ballmer: Microsoft should buy Yahoo,” www.infoworld.com (November 6, 2008) G. Buckman, K. Barnett, A. Le, M. Maramot Page 7 of 7