Yahoo employees are sweating
The complaints in the Delaware Lawsuits also seek unspecified damages, declaratory relief and injunctive relief, as well as an award of plaintiffs' legal fees and costs. Yahoo acknowledged in its report: "We may incur substantial expenses in defending against such claims, and it is not presently possible to accurately forecast their outcome," Yahoo said.Meanwhile, the Yahoo executive team is admittedly sweating, noting in the report that Microsoft's proposal has been and may continue to be a "significant distraction" that will require the expenditure of significant time and resources. The company also acknowledged the bid has created uncertainty for its employees, which will likely impinge its ability to retain employees and to hire new talent. Just as foreboding, Yahoo warned the offer may affect its ability to retain current and attract potential publishers, advertisers and other business partners. The company acknowledged the creation of a poison pill that would dilute the ownership of Yahoo stock if a person or group acquires 15 percent or more of its outstanding common stock. Meanwhile, Microsoft is said to be preparing for a proxy fight to oust current members of the Yahoo aboard, all of whom are up for re-election at the annual shareholders' meeting in June. Though this is a more difficult and unpredictable route than a capitulation by Yahoo, Microsoft would likely sway shareholders to install Microsoft employees as board members to facilitate a tender offer.
The company added that should the courts find against Yahoo, it may incur substantial monetary liability, and be required to change its business practices, which could have a material adverse effect on its financial position.