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Most days, it’s hard to keep up with all the Yahoo (YHOO)
merger-related filings. After all, there’s only so many hours in the
day. In June, there were 20 — pretty much one for every day the SEC was
actually open. Compare that to just 3 filings by Yahoo in June 2007
(I’m not counting Form 4s here, just to be clear).
So it’s perfectly understandable that yesterday’s filing may have gone unnoticed, even if the contents
— an op-ed by Yahoo director Gary Wilson — had caught my eye when the
article, with the headline “How to Rein in the Imperial CEO” first
appeared in yesterday’s WSJ Op-Ed pages. (Just as a side note, I flag
interesting articles in the site’s sidebar under the “Recommended
Reading” section). In addition to being a director, Wilson was a former
chairman at Northwest Airlines (NWA) and a former director at Disney (DIS), which, of course, had its own imperial CEO issues. Indeed, Wilson talks about the Disney situation in the op-ed.
What makes the filing odd is that it’s just a copy of Wilson’s
article, with this one-sentence introduction: “The following editorial
appeared in the Wall Street Journal on July 9, 2008″. But it’s not
really clear to me why Yahoo would file this sort of thing with the
SEC. I haven’t done an exhaustive search, but directors write op-eds
all the time and I haven’t come across other examples of this turning
into an SEC filing.
Which makes you wonder what Yahoo is really trying to say by filing
this. After all, reading filings is open to a fair amount of
interpretation. Both Dealbreaker and Portfolio’s Market Movers
take on the content in Wilson’s piece, which doesn’t seem all that
controversial: splitting the CEO and Chairman jobs is generally
considered good governance and having them one and the same is bad.
But I’m more interested in what Yahoo is trying to say with this filing. Maybe they’re trying to say that Microsoft (MSFT) CEO Steve Ballmer is an imperial CEO. Or maybe they’re talking about Carl Icahn. But it’s probably not Jerry Yang. Originally posted at: http://www.footnoted.org/
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