Legal Commentary

That's what Ben Worthen at the WSJ is calling it, although that title is misleading.  Worthen's piece opens: "The drama is over: Microsoft CEO Steve Ballmer just withdrew his company?s offer for Yahoo. For now."  Worthen is torn between dissecting the end of the deal and recognizing the possibility that this wasn't the end.  And it seems, from a brief surf around the web, that most folks don't think this is over.  Cynics are praising Ballmer's savvy negotiating tactics and waiting for the next shoe to drop, after YHOO goes down a good 25 to 50 percent.  (In fact -- and I don't know if Ballmer deserves credit for this, but -- with a weekend to chew over the news, guessing the drop has become something of a web parlor game.  See, e.g., DealBook.)

Of course, both sides may be better off if the deal is actually dead.  Yahoo's management, and likely its employees, did not want to be taken over by Microsoft.  Although it's easy to pooh-pooh such concerns, it seems unlikely that Yahoo employees would be excited about hooking up with a company that has such a strong and often negative reputation.  If you've chosen to work at Microsoft, you've made that decision.  But if you're forced to work at Microsoft in order to keep your (formerly non-Microsoft) job, you might not be thrilled about it.

As for Microsoft, there are reports that Ballmer will face harsh criticism for not getting the deal done.  But most folks are predicting that Microsoft shares will rise tomorrow.  Microsoft employees were reportedly disenchanted with the deal from the start.  In fact, most analysts have questioned the wisdom of the deal from the beginning, even comparing it to the AOL-Time Warner fiasco.  As (Fake) Steve Jobs wrote, after the merger was initially proposed:

The Borg-Yahoo merger won't work. Here's why. It's like taking the two guys who finished second and third in a 100-yard dash and tying their legs together and asking for a rematch, believing that now they'll run faster.

Here's the weird thing: I first heard that line about the 100-yard dash from Ballmer himself, maybe a decade ago. * * *

Back when Microsoft was riding high I was talking to Ballmer at some conference -- I have no idea where or when, but I'm sure he remembers exactly which conference this was and what day of the week it was and the number of the hotel room he stayed in -- and on that day somebody had just announced some huge anti-Borg merger, and all the idiots in the press were saying this was going to kill Microsoft, and Ballmer was just laughing. Laughing. Laughing his ass off.

Ballmer said he loved when his rivals merged, because whenever the also-rans in any market start teaming up they might as well be waving a white flag. Because it's over. You've beaten them. You've driven them to despair. They haven't been able to beat you on their own; there's no way they'll do it together. Then he told me that line about the hundred-yard dash.

I'll never forget it. But I guess he has.

Perhaps he remembered.