Once the smelly details of a shareholder complaint became public, you knew it was only a matter of how long it would take Carl Icahn's secretary to clean up the dictation on her Selectric before we saw a tub-thumping letter. And yes, the repetition and run-on sentences betray a euphoric glee that makes parsing completely essential.

Icahn: Dear Mr. Bostock:

Translation: No, I did not go away.

Icahn: I have long been cynical about the effectiveness of many of the boards and CEOs in this country and as a result the inability of our companies to compete.

Translation: It's a virtue that has made me a billionaire investor.

Icahn: I have constantly complained about how far CEOs and boards will go in order to retain their jobs, yet even I am amazed at the length Jerry Yang and the Yahoo board have gone to in order to entrench their positions and keep shareholders from deciding if they wished to sell to Microsoft.

Translation: I've never seen a company so ripe for the taking.

Icahn: According to details in a complaint that I became aware of yesterday...

Translation: You could not have given me a bigger gift. Ballmer may have been afraid to jump on this stuff, but I'm not.

Icahn: (details Yahoo fought to keep under seal),...

Translation: (I can barely resist not hissing "cover-up.")

Icahn: ...Jerry Yang and a majority of the board went to inordinate lengths to sabotage a Microsoft bid.

Translation: I love "visionaries."

Icahn: The complaint states: "Viewing employee retention as Microsoft's Achilles heel, Yang engineered an ingenious defense creating huge incentives for a massive employee walkout in the aftermath of a change in control.

Translation: This complaint is more than an Achilles heel for you. It's a red target painted on your exposed forehead.

Icahn: The plan gives each of Yahoo's 14,000 full-time employees the right to quit his or her job and pocket generous termination benefits at any time during the two years following a takeover, by claiming a "substantive adverse alteration" in job duties or responsibilities." The damage to Microsoft "is compounded by the fact that Yahoo's thousands of engineers, known as "Technical Yahoos!," have detailed job responsibilities and qualifications."

Translation: Where were your lawyers when you cooked this up?

Icahn: Most importantly, Microsoft might never be able to trust a CEO and board who, while claiming to be negotiating in good faith, went behind their back and adopted a "plan" which not only sabotages any Microsoft acquisition but went so far as to completely disable its own ability to rescind the "plan" as long as Microsoft's offer remains pending.

Translation: This is all about trust. Money is just a side-issue.

Icahn: Until now I naively believed...

Translation: I wish Jimmy Stewart was still around to play me in the movie...

Icahn: ...that self-destructive doomsday machines were fictional devices found only in James Bond movies.

Translation: I've never seen Dr. Strangelove.

Icahn: I never believed that anyone would actually create and activate one in real life.

Translation: I find that kind of gamesmanship unseemly.

Icahn: I guess I never knew about Yang and the Yahoo Board.

Translation: Oh, I do love visionaries. Where can I find more?

Icahn: In my opinion, it will be extremely difficult for Microsoft or other companies to trust, work with and negotiate with a company that would go to these lengths.

Translation: Every argument you make from here on out will be completely tainted.

Icahn: It is insulting to shareholders that Yahoo for the last month has told us that they are quite willing to negotiate a sale of the company to Microsoft and cannot understand why Microsoft has walked away.

Translation: Do you know what Miller's mood is these days?

Icahn: However, the board conveniently neglected to inform shareholders about the magnitude of the plan it installed which made it practically impossible for Microsoft to stay at the bargaining table. Could this have been the problem?

Translation: I'm feeling so confident that I thought I'd slather on some sarcasm.

Icahn: Even more deceitful are Yahoo's actions toward its own employees, for whom you claimed to have set up the "plan". Management neglected to mention to these same employees that Microsoft in its proposals had earmarked $1.5 billion of retention incentives (representing over $100,000 per employee) meant to allay any employee concerns.

Translation: I'm now driving a wedge between you and your last loyal constituency.

Icahn: Ironically, according to the complaint, this is not the first time that Yahoo has denied shareholders the opportunity of selling to Microsoft at a large premium.

Translation: I have no mercy. First, sarcasm. Now, irony. I may even resort to M&A acronyms.

Icahn: The letter went on to state: "Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008."

Translation: I know you cut your teeth in the dot.com bubble days, but do you have any idea what a 62% premium means in 2008?

Icahn: Yahoo not only turned down this proposal but sabotaged it.

Translation: Who isn't going to sue you?

Icahn: According to the complaint, in January 2007 Microsoft offered to purchase Yahoo at $40 per share but the company rejected that proposal.

Translation: I now understand why you thought you could get $37.

Icahn: On January 31, 2008, Steve Ballmer emailed a letter to Jerry Yang and Roy Bostock making a new proposal of $31 per share.

Translation: Ouch. I assume that's what triggered a shift from "emotional" to "irrational."

Icahn: The letter recounts Microsoft's prior efforts to acquire Yahoo and noted that Microsoft had given Yahoo time to implement business strategies designed to turn the company around.

Translation: But they were so much softer about it than I am.

Icahn: These strategies obviously didn't work.

Translation: They didn't want to buy a corpse. But for me, flipping a corpse is even easier than flipping a live body.

Icahn: An article in CNET News cited in the complaint...

Translation: What's a CNET? Is that like a C-note?

Icahn: ...sums it up by stating, "Yahoo may indeed agree to Microsoft's [offer], but it will be over Jerry Yang's dead body".

Translation: Remember what happened to Achilles' body?

Icahn: I and many of your shareholders believe that the only way to salvage Yahoo in the long if not short run is to merge with Microsoft.

Translation: Now that I've got your attention, I'm being gentle by using the word "merge."

Icahn: However, because of HSR considerations, to complete a merger of this magnitude will take a period of time.

Translation: So, you thought I wouldn't resort to M&A acronyms?

Icahn: Even if by some stretch of the imagination the Yahoo board finally determines to do the rational thing and sell the company, I fear that, in light of Yang and the board's recent actions in response to Microsoft's overtures, it may be too late to convince Microsoft to trust Yang and the current board to run the company during that period while Microsoft sits on the sidelines with $45 billion at risk.

Translation: Ballmer is quite fragile, you know.

Icahn: Therefore, the best chance to bring Microsoft and Yahoo together is to replace Yang and the current Yahoo board with a board that will negotiate in good faith with Microsoft and in whom Microsoft will have trust to operate the company during the long period between signing and closing.

Translation: How does $34 look now?

Icahn: You stated in a press release yesterday that, "Yahoo's board of directors including Jerry Yang has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders."

Translation: I'm so excited that I can't help repeating myself.

Icahn: However this is not crystal clear to me.

Translation: Jimmy Stewart's brow would get extra-furrowed at this point.

Icahn: You have allegedly turned down a $40 offer. You have turned down and sabotaged a $33 offer.

Translation: I'm counting on $34.

Icahn: Instead, you appear willing to negotiate an "alternative" deal that in my opinion will be worth less than $33 but will entrench the board and Jerry Yang.

Translation: Ballmer can't be serious. That's not a deal.

Icahn: I understand how these actions are in the best interests of management and a board whose members each receive $40,000 per month for several days work, but it is hard for me to understand how these actions are in the "best interests of the shareholders."

Translation: You rich people make me sick.

Icahn: However, despite your actions to date, there is still some possibility that you can resuscitate a Microsoft offer for the company.

Translation: Jut tell me where the money is, and I'll let the girl live.

Icahn: The board can rescind the "severance plan" that is the largest impediment to a Microsoft deal. You currently can do this because Microsoft withdrew their bid 30 days ago.

Translation: You may not talk to your lawyers, but I don't go anywhere without mine.

Icahn: It is time for you to stop misleading your shareholders with respect to Microsoft.

Translation: The only trustworthy thing you can now say is, "Can we have $34 instead of $33?"

Icahn: It has been reported today that when asked to talk about the Microsoft bid, Sue Decker indicated that Microsoft made an offer which Yahoo's board didn't feel was at an attractive enough price.

Translation: Decker has gotten off far too easy in all this. If this drags on, I'll have the guys in your mailroom sweating their malfeasance.

Icahn: However, one doesn't have to be a rocket scientist to realize there is a simple method to possibly achieve a higher price.

Translation: I'm just kidding. I know that Yahoo doesn't make rockets. You make, uh... internet stuff.

Icahn: Simply rescind the poison pill "severance plan", which would free up approximately $2.4 billion and possibly even more which could be added to the bid.

Translation: And that's about the amount that killed the deal last time.

Icahn: It is also time to admit to your shareholders that the severance plan was not done for your employees (who you conveniently neglected to inform that Microsoft had earmarked $1.5 billion in retention incentives for), but rather was done simply as an entrenchment device and to impede a Microsoft bid.

Translation: Did I already say that before? Good.

Icahn: If you are not completely disingenuous in your protestations concerning doing "the right thing" for shareholders...

Translation: I'm going back to sarcasm. You abused that "interests of shareholders" phrase so much I felt the need to collar it with quotations marks.

Icahn: ...you should rescind the severance plan expeditiously and determine if Microsoft is still willing to purchase our company

Translation: Their switchboard would not put my call through. But I'm sure they'll make an exception for you.

Icahn: ...and thereby create a true competitor for Google.

Translation: What's this googoo-thing I keep hearing about?

Icahn: I can only hope that you will finally do what is in the "best interests of the shareholders."

Translation: I think I'm getting the hang of this sarcasm stuff.

Icahn: Sincerely yours, CARL C. ICAHN

Translation: I know Rupert was just taunting me when he said my run wouldn't work... but I was already in it to win it. And yes, I just screamed my name at you.