Tuesday, November 5, 2024

Yahoo Changes Bylaws To Stall Microsoft

Microsoft will have to wait to nominate new directors for Yahoo’s board, in its efforts to takeover the company.

A change announced by Yahoo gives them a little more time to try and find an alternative to being acquired by Microsoft. Under Yahoo’s bylaws, nominations to the board of directors had to take place by a March 14th deadline.

Yahoo’s newly amended bylaws moved that date to ten days following the announcement of the 2008 annual meeting of stockholders. As Yahoo has not announced that date yet, the move buys them some more time as CEO Jerry Yang scrambles to find anyone who can save the company from a takeover.

“To the extent that the extension of the nomination deadline has the effect of postponing the nomination of one or more directors by any party, it will allow Yahoo!’s board to continue to explore all of its strategic alternatives for maximizing value for stockholders without the distraction of a proxy contest,” Yahoo said in a statement.

ZDNet posted a copy of an email from Yang to Yahoo staffers, discussing the updated bylaw. “Why did we do this? In light of the current circumstances, this change removes an imminent deadline,” he said.

Yahoo won’t be able to put off the annual meeting forever, as a publicly traded company. A Bloomberg report noted that the company has to hold such a meeting every 13 months.

With their last meeting taking place on June 12, 2007, this pushes a meeting date out to mid-July. Yahoo announced that meeting on June 7th last year.

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