Legal News

Microsoft-Yahoo: The Lawyer?s Edition!

By Dan Slater

There’s nothing the Law Blog enjoys more than a big news story told through the prism of the lawyers. (Is there a better way?) So nothing could’ve pleased us more than today’s curtain-raiser in the Legal Times on the behind-the-scenes wrangling of the antitrust and deal lawyers squaring off in Microsoft’s $44.6 billion bid for Yahoo. The latest, according to the WSJ: Yahoo has formally rejected Microsoft’s bid, saying it “substantially undervalues” Yahoo. But Yahoo is leaving the door open for further negotiations.

The Antitrust Argument, David vs. Goliath or Goliath vs. Goliath?

Charles “Rick” Rule may sound like the name of a WWF wrestler, but he’s actually the head of Cadwalader’s antitrust practice and Microsoft’s go-to antitrust counsel. Rule will likely need all his best moves as he fights a two-front antitrust battle.

First, he might have to convince the American Antitrust Institute, among others, that a Microsoft-Yahoo combination, despite its daunting size, is necessary in order to create a viable competitor to Google. Second, Rule will likley have to square off against Google lawyer-in-chief David Drummond, who’s trying to shoot down Microsoft’s economies-of-scale pitch. Working with Drummond are Cleary Gottlieb’s David Gelfand and Wilson Sonsini’s Susan Creighton, the two D.C.-based lawyers who last year helped Google usher its Doubleclick deal through the FTC.

Is a Poison Pill in the Offing?

Simpson Thacher’s New York-based team of Charles “Casey” Cogut, Kathryn King Sudol and Alan Klein might have helped Microsoft launch a bid for Yahoo that, suggests Legal Times, is just high enough so that shareholders can’t afford to say no. That leaves the Yahoo board –represented by Skadden’s Palo Alto-based Kenton King — with one option if it doesn’t want to sell: make Yahoo as unattractive as possible. That, according to the LT, means either a white knight or a poison pill. The pill, also known as a shareholder rights plan, was reportedly put in place by the Yahoo board in 2001. Under the provision, once another company buys 15% of Yahoo’s shares, other shareholders would be able to purchase stock at half-price, which would possibly make the deal more difficult to complete.

Full post as published by Law Blog - WSJ.com on February 11, 2008 (boomark / email).