Microsoft may be a corporate behemoth with a 28 percent profit margin and a reputation for ruthlessly exploiting its virtual monopoly in desktop-computer operating systems, but all we've seen from the Redmond giant in its courting of Yahoo is two months of textbook pussyfooting.

Maybe all those antitrust suits have left Microsoft too soft. Or maybe its lack of experience in hostile takeovers is showing: Since it was founded 32 years ago, Microsoft has never faced a major board battle.

It might just be that Microsoft is not used to big, complex acquisitions. Before its proposed initial $45 billion takeover of Yahoo, the biggest deal it made was the $6 billion purchase of aQuantive, and those investors rolled over easily.

There are, of course, reasons why Microsoft shouldn't come on too strong. In tech, hostile takeovers can trigger an exodus of talent, as I.B.M. found when it took over Lotus and Hewlett-Packard found when buying Compaq.

At the same time, it doesn't want to revive its image as a bully as it tries to secure a foothold in Silicon Valley. "This is also a tremendous opportunity for Microsoft to send a message to the Valley that they're not the big, bad guys they're made out to be," said Saikat Chaudhuri, a business professor at Wharton.

But the nice-guy act has its own perils. First there was that February 1 salvo that only served to awaken Yahoo.

This week, Microsoft lashed out in a vindictive spasm of unrequited love, complaining that "there has been no meaningful negotiation" and that its "large premium" is more than "significant."

Meanwhile, Yahoo fiercely defends its bachelorhood.

Coincidence or not, the latest letter came as hostile-takeover veteran Carl Icahn scored a major victory over Motorola. So there are some clear lessons from the corporate-raider playbook that can strengthen Microsoft's hand.

1. Talk to shareholders, and only shareholders.

Your finger-wagging at Yahoo executives only gets the bloggers' tongues wagging. Your true constituency is the owners who bought Yahoo at $43 in January 2006 and have seen it drop 36 percent. Speak to them, forget the rest.

"The shareholders and the employee base are not unequivocally and blindly devoted to Yang and Co.," says Chaudhuri. "At some point you do have to take it to shareholders."

Oh, and don't threaten to lower your bid. Yahoo is, disingenuously or not, holding out for more than you originally offered. So you're going to give Yahoo shareholders less? Why not insist on Windows haircuts for shareholders?

2. Find impeccable board members.

Smart and seasoned board members are scarce, but worth finding. Not only will those with low pedigrees embarrass the target company and its current board, Chaudhuri says, they will help pull the rug out from under any arguments that you aren't acting in the best interest of Yahoo shareholders.

Let's take the people Icahn has put on Motorola's board as an example. One is Keith Meister, a key Icahn adviser and manager of his investment funds. Meister's past comments show he's a loyal pawn.

So it helps to balance things out with a pillar of integrity like Bill Hambrecht. He's as gray as the éminence grises get in Silicon Valley. He took Apple, Genentech, and Amazon public. Then he founded another firm specializing in Dutch auctions and helped take Google public. A Hambrecht more than trumps a servile Meister.

3. Know your opponent's playbook.

Yahoo has largely reached for the Nancy Reagan approach—a bit of the old "just say no." It's not the strongest defense, but it's about all Yahoo has.

Yahoo appealed to its white knight, and even its gray knight. It's contemplated a scorched-earth defense, but only as a last resort.

Your trump card is cash—and you've got $21 billion of it. If you want Yahoo, spend some.

4. Let the numbers speak for themselves.

Yahoo is scheduled to report its first-quarter earnings on April 22; you report two days later. Analysts expect Yahoo to be roughly even or above its profits compared with the year-ago profits. But they are looking for your profits to fall.

This scenario will probably reverse later this year. Yahoo's profits will be down one year, and yours will be up. But the M&A headlines will be focusing on this quarter. Which means you'll need to explain why a company with declining earnings per share should buy a company with flat or rising E.P.S.

You can always hope there will be earnings surprises in your favor. If there aren't, you will have to find some compelling numbers to show that Yahoo is better off in your arms. Otherwise, this idea that Yahoo is starting to become better off on its own will gather momentum.

And at that point, you're better off posting your corporate love letters in the missed connections personal ads.

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