Google has wasted little time in reacting to Microsoft's $44.6 billion offer for Yahoo on Friday. Over the weekend, the search giant issued a sharply critical statement about "Microsoft's hostile bid," saying that it raises "troubling questions."

And Google's chief executive, Eric Schmidt, reached out to Jerry Yang, chief executive of Yahoo, to offer help to fend off Microsoft, according to various reports.

Andrew Ross Sorkin and Miguel Helft of the New York Times spell out the various ways Google is trying to upend a Microsoft acquisition.

Google's lobbyists in Washington are mapping out a strategy to argue the case against the deal before lawmakers and regulators, the Times says. And Google executives have made "back-channel" calls to media companies like Time Warner to see if they might be interested in mounting a rival bid, the paper says.

But both the Times and the Wall Street Journal say that no such effort is being planned by Time Warner or by other likely bidders, like News Corp. or Comcast.

So is there a white knight who might keep Yahoo from Microsoft's clutches? Michael Arrington on the TechCrunch blog says almost certainly not, but he does point to one rumored potential suitor from way out in left yield.

Dan Rosensweig, who left Yahoo as chief operating officer in 2006 to join Steven Rattner's private equity firm Quadrangle Group, is said to be working on a plan that would call for Yahoo's media assets to be sold to NBC Universal and then the rest of the company would merge with Facebook. And that would result in Facebook going public in the very near future.

Arrington says, "The deal is creative as hell but would be difficult to sell to Yahoo shareholders, who understand the value of Microsoft stock but not Facebook's."

A Hail Mary is what Yahoo executive may need to fend off Microsoft. While Yahoo's official position is that it is evaluating the offer, it is clear the company would rather do anything else but accept it. But its shareholders may insist that Yahoo capitulate.

Microsoft's offer of $31 a share came as Yahoo's stock was just barely trading above $19 and the company had just reported its eighth consecutive quarter of decline profits.

Of Microsoft's offer, "it's hard to look shareholders in the eye and say it doesn't make sense," Robert Doll, chief investment officer of global equities at BlackRock, told Bloomberg News.

Shares of Yahoo continued to climb today, but they are still below the Microsoft offer price, indicating that most investors do not believe someone can trump Microsoft.

Yet Google is determined to derail a deal.

David Drummond, Google's chief legal officer, showed how strongly the company feels about the Microsoft offer on his company's blog.

"This is about more than simply a financial transaction, one company taking over another," he says. It's about preserving the underlying principles of the internet: openness and innovation."

And he goes on to invoke the past monopolist charges against Microsoft: "Could Microsoft now attempt to exert the same sort of inappropriate and illegal influence over the internet that it did with the PC? While the internet rewards competitive innovation, Microsoft has frequently sought to establish proprietary monopolies-and then leverage its dominance into new, adjacent markets."

But as Jack Flack on the Business Spin blog says, there is a major risk in Google pointing to the dangers of market dominance when it is so powerful in search.

Google's "argument is somewhat facetious, given their market position," says Roger Kay, the president and founder of Massachusetts-based EndPoint Technologies. "It's kind of like the pot calling the kettle black."

Google currently has nearly 70 percent of the web search market - while a combined Microsoft/Yahoo would only command 30 percent.

Like Murdoch's acquisition of Dow Jones, the proposed merger of Microsoft and Yahoo merger is a clash of corporate cultures, Kay says, but because the suitor's bid is so high, the result will be the same.

"Murdoch and the Wall Street Journal were like oil and water," Kay said, "but Murdoch won because he was willing to pay so much
 
Ben Schachter, an analyst with UBS, said that Google is willing to burn some of its accrued goodwill—the business equivalent to "political capital"—to prevent the deal from going through.


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