Asleep At The Wheel: The Yahoo Board

There is word on the street that Yahoo’s board is going to make some sort of a decision about the future of the company and the Microsoft bid later today. (Kara Swisher says its going to happen next week.)

What has taken them so long? Nearly a week has passed since Yahoo received an unsolicited offer of $44.5 billion from Microsoft.

Since then everyone — including Google — has had his or her say on the deal. The only group that has been silent on the topic – Yahoo’s board of directors -– is the one that really matters. Reuters is running a long piece on Yahoo’s board and its role in this merger. It is a bit of PR puffery; it tries to position the board as key players in the deal, and notes how they need to deliberate everything in order to get it right.

That would surely be a change from their track record thus far. Their silence — a week is long enough for them to say yeah, neah, or give us more money — is typical of their lackluster performance as a board.

A 62 percent premium to Yahoo’s stock price is as good an offer as Yahoo can hope for. The company’s turnaround efforts, the Peanut Butter Manifesto, and Jerry Yang’s 100-Day Plan are all delusions of (lost) grandeur. After all, the stock’s value had been sliced in half long before Steve Ballmer showed up on the door, dragging bags of money behind him.

Yahoo should have teamed up with eBay when it had a chance, but a $44.5 billion offer is pretty darn good. Yahoo is simply delusional if it thinks it can find someone more desperate than Steve Ballmer & Co.

While it is easy to blame the management, Yahoo’s board of directors can’t duck the blame. It was on their watch that a culture of mediocrity enveloped this once-iconic company. The board, instead of being proactive, sat idly by as the company lost its direction, focus and eventually, its market leadership.

If Wall Street and the media were aware of Terry Semel’s rumored lack of interest in the job, why wasn’t the board aware of it? Instead they decided to reward him with $71 million, much to the chagrin of the investors, before showing him the door. As one talented executive (and engineer) after another left the company, looking to go chase opportunities at either Google or with other Silicon Valley startups, what, exactly, was Yahoo’s board doing?

Where was the board when the company was making one strategic blunder after another -– losing its technology focus and instead chasing the ephemeral opportunities in la-la land? Where were they when politics and bureaucracy started to eat at Yahoo’s insides?

Whatever spin you might read in the news media about Yahoo’s board, simply put, they have failed in their duties.