SAN FRANCISCO(AP)
Yahoo Inc. is seeking to conceal large portions of a shareholder
lawsuit alleging the Internet company's board improperly
thwarted Micrsoft Corp.'s $47.5 billion takeover offer, raising
shareholder questions over the motives for the secrecy.
In a letter sent Friday to the judge overseeing the case in
Delaware, a lawyer for the shareholders argued Yahoo is trying
"to whitewash embarrassing documents" because the company
thinks the information will damage the board's efforts to repel
a challenge by activist investor Carl Icahn.
Angered by the board's handling of Microsoft bid, Icahn has
nominated an alternate slate of candidates to oppose Yahoo's 10
current directors _ including Chief Executive Jerry Yang _ at the
Sunnyvale-based company's July 3 annual meeting.
Yahoo is trying "to sanitize the public record and maintain
a cloak of secrecy regarding unflattering evidence of breach of
fiduciary duty," shareholder attorney Joel Friedlander wrote
in a letter to Chancellor William B. Chandler III.
The redacted documents include information about an employee
severance plan that Yahoo adopted shortly after Microsoft made its
initial bid Jan. 31 and notes about a conversation between Yang and
Microsoft CEO Steve Ballmer, Friedlander wrote.
Yahoo had no immediate comment Friday. Generally, companies
often seek to keep parts of publicly available lawsuits under seal
for competitive reasons.
A hearing on the request to unseal the disputed material has
been scheduled at 10 a.m. Tuesday in Chandler's court, said
Mark Lebovitch, another lawyer representing the shareholders. He
declined further comment.
The concealed information was gathered during the discovery
phase of the nearly three-month-old suit. If they're made
public, the documents could become fodder in Icahn's campaign
to remove Yahoo's board.
The information would be particularly damaging to the board if
it suggest the directors deliberately took steps to make Yahoo more
expensive for Microsoft.
Friedlander's letter says the redacted documents include
estimates about how much Yahoo's employee severance plans would
cost Microsoft in a takeover _ information that could be of
particular interest to shareholders trying to figure out if the
current board acted in their best interests.
Yahoo had previously disclosed the plans would give its 13,800
employees anywhere from four month to two years pay. Every $1.4
billion in severance cost theoretically would translate into about
$1 per share less that Microsoft would have available to offer
Yahoo shareholders.
Ballmer orally offered $33 per share, or $47.5 billion, but then
withdrew the bid when Yang held out for $37 per share. Legg Mason
money manager Bill Miller, whose fund is Yahoo's second largest
shareholder, has publicly said he would have happily supported a
Microsoft offer of $34 per share.
Friedlander's letter also indicated the redacted documents
include comments that Yahoo's top executives made about the
severance plans.
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