Yahoo: UPPER-CASE Icahn v. lower-case yang

Sam Gustin offers this advice to Jerry Yang: Never bring lower-case letters to an UPPER-CASE fight.

In today's flurry of rhetoric from financier Carl Icahn and Microsoft presenting a unified front in their renewed quest for Yahoo, it was hard to miss Icahn's message. In other words: "IT IS TIME FOR A CHANGE."

In internet parlance, that's known as "shouting" -- and no doubt Jerry Yang, who is famous for his all-lower-case missives to his staff, must know that his position atop the troubled Web giant has grown more perilous.

The contrast between Icahn's UPPER-CASE bluster and Yang's lower-case mushiness is symbolic of the differing styles of the two men, and points to an outcome that some tech observers have never doubted: at the end of the day, Microsoft will get its prize -- either Yahoo's search business, which will triple its market share as it battles Google, or the entire company, which will give Redmond a massive user base as it forges ahead with Web-based software and services.

"Throughout this courtship our view has been, and continues to be, that at some point Microsoft will acquire all of Yahoo! as we still think Microsoft needs Yahoo! to gain scale in the online business and to compete effectively against Google," UBS internet analyst Ben Schachter said in a note to clients this afternoon.

Jerry Yang's conduct throughout this entire affair has been risible. In a quixotic -- and selfish -- attempt to main control of Yahoo, his baby, Yang has thrown his shareholders under the bus and alienated many of his top executives, who have been leaving the company in droves.

There is a case to be made that Yang has already lost control of the company. All he can do now is watch as each new salvo swings Yahoo's share price wildly, as today's Icahn-Microsoft sortie did, pumping the company's shares up some 12 percent.

Jerry, when a pair of hostile suitors reiterate their intention to take over your company -- AND the share price pops 12 percent, it means that the market approves, and is betting on such an outcome to occur.

Gordon Crawford, whose Capital Research Global Investors fund owns 6.5 percent of Yahoo, told Yang last week that unless the company renews talks with Microsoft, he's inclined to favor Icahn's slate.

Yahoo's response to Icahn Monday -- in which the company reiterated its openness to a deal with Microsoft -- was the height of cynical mushiness. "As recently as June," the company whined, "Yahoo's independent directors and management approached Steve Ballmer about just such a transaction, only to be told that Microsoft was no longer interested even in the price range which they had previously proposed."

With billions of dollars at stake, and facing a renewed onslaught from two decidedly UPPER-CASE operators like Carl Icahn and Steve Ballmer, now is not the time for lower-case-like mushiness. But unfortunately for Jerry Yang, it may be too late.