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Yahoo Reportedly Plans To Amend Bylaws; Proxy Battle Looms

Yahoo ( YHOO ) is implementing “proxy access” — an increasingly used strategy making it easier for longtime shareholders to nominate a board member — as the company girds for what’s being called an epic proxy battle. Yahoo said  that it had amended its bylaws to allow a stockholder or group of as many as 20 investors that hold at least 3% of its shares continuously for three years to nominate directors, according to a report in the Wall Street Journal. The move goes into effect after Yahoo’s 2016 annual meeting, which is expected in June or July. Activist hedge fund investor Starboard Value has nominated its full slate of directors under Yahoo’s existing bylaws. The newly announced proxy-access change wouldn’t have affected Starboard’s ability to replace the directors even if proxy access had been in place for the upcoming meeting, Patrick McGurn, special counsel for proxy advisory firm Institutional Shareholder Services, told the WSJ. About 21% of S&P 500 companies have adopted proxy access, up from about 1% in 2014, according to ISS. Apple ( AAPL ) amended its company bylaws in December to make it easier for shareholders to make board nominations.  General Electric ( GE ) and AT&T ( T ) are among other companies that have instituted proxy access, said the WSJ, with 117 U.S. companies embracing the change last year. At the annual meeting, Yahoo shareholders will vote on whether to replace all nine board members with a slate nominated by Starboard, which wants to see change. Starboard  said last week that since Yahoo CEO Marissa Mayer and others in the company’s leadership “have repeatedly failed shareholders,” the hedge fund wants to sweep out all of the ailing Web company’s directors and replace them with its own slate. Yahoo advisors have contacted potential buyers, including Verizon Communications ( VZ ), IAC/InterActivecorp ( IAC ) and Time ( TIME ), as well as private-equity firms TPG and KKR ( KKR ). Yahoo stock rose a fraction Thursday but was down a fraction in midday trading in the stock market today , near 36.

Yahoo Preps Legal ‘Nuclear Weapon’: Report; Proxy Battle Looms

Yahoo ( YHOO ) is implementing “proxy access” — an increasingly used strategy making it easier for longtime shareholders to nominate a board member — as the company girds for what’s being called an epic proxy battle. “It is the nuclear weapon that is a measure of last resort,” Bess Joffe, head of corporate governance at major asset manager TIAA-CREF,  told the Wall Street Journal in January about why more companies are adopting the “proxy access” measure. Yahoo said that it had amended its bylaws to allow a stockholder or group of as many as 20 investors that hold at least 3% of its shares continuously for three years to nominate directors, according to a report in the Wall Street Journal. The move goes into effect after Yahoo’s 2016 annual meeting, which is expected in June or July. Activist hedge fund investor Starboard Value has nominated its full slate of directors under Yahoo’s existing bylaws. The newly announced proxy-access change wouldn’t have affected Starboard’s ability to replace the directors even if proxy access had been in place for the upcoming meeting, Patrick McGurn, special counsel for proxy advisory firm Institutional Shareholder Services, told the WSJ. About 21% of S&P 500 companies have adopted proxy access, up from about 1% in 2014, according to ISS. Apple ( AAPL ) amended its company bylaws in December to make it easier for shareholders to make board nominations.  General Electric ( GE ) and AT&T ( T ) are among other companies that have instituted proxy access, said the WSJ, with 117 U.S. companies embracing the change last year. At the annual meeting, Yahoo shareholders will vote on whether to replace all nine board members with a slate nominated by Starboard, which wants to see change. Starboard  said last week that since Yahoo CEO Marissa Mayer and others in the company’s leadership “have repeatedly failed shareholders,” the hedge fund wants to sweep out all of the ailing Web company’s directors and replace them with its own slate. Yahoo advisors have contacted potential buyers, including Verizon Communications ( VZ ), IAC/InterActivecorp ( IAC ) and Time ( TIME ), as well as private-equity firms TPG and KKR ( KKR ). Yahoo stock rose a fraction in the stock market today , to 36.81.

Microsoft Reportedly Among Those In Yahoo Acquisition Mix

The process of finding a buyer for struggling Web portal Yahoo ( YHOO ) is reportedly in the middle of its first round, and interest is high, according to a CNBC report , which cited sources close to the matter. This comes after a separate report said  Microsoft ( MSFT ) might put up “significant” financing in a bid for Yahoo. Microsoft executives are in talks with potential investors about providing funds to buy the troubled Internet company , Re/Code reported. A Reuters report said those talks are in the early stages. Microsoft and Yahoo have a longstanding search and ad partnership, and Microsoft is focused on preserving that relationship, it said. Private equity firms interested in Yahoo have approached Microsoft, Reuters said. Microsoft declined to comment. Microsoft has been meeting with private-equity firms and saying it might lend “significant” financing in a bid for Yahoo, according to Re/Code . In 2008, then-Microsoft CEO Steve Ballmer tried to buy Yahoo for about $45 billion. Yahoo’s overall market cap is now $33 billion, but that includes its its major stakes in China e-com leader  Alibaba Group ( BABA ) and in Yahoo Japan. Minus those holdings, analysts have pegged the price of Yahoo’s core business at $6 billion to $8 billion. Excluding its 15% stake in Alibaba, Rosenblatt analyst Martin Pyykkonen said in an industry note last week : “Yahoo’s current market cap implies $3.3 billion valuation for the core business and the Yahoo Japan stake. We think the fundamental outlook for Yahoo as a ‘growth’ stock is continuing to erode, especially in light of strong secular trends which are benefiting the likes of Facebook ( FB ) and Google owner Alphabet ( GOOGL ), both of which have more revenue concentration from mobile advertising.” Possible Yahoo Buyers Said To Include AT&T, Verizon Re/Code said that Yahoo started engaging with “strategic” bidders that include AT&T ( ATT ), Verizon ( VZ )and Comcast ( CMCSA ), with private equity and other investment firms to come next, the report’s sources said. Interested parties reportedly include Advent International, Vista Equity Partners, TPG and KKR ( KKR ). Verizon Chief Financial Officer Fran Shammo said in December that the U.S. wireless carrier could look at buying Yahoos’s core business if it were a good fit. Activist investor Starboard Value announced Thursday that it wants to sweep  out all of the ailing Web company’s nine directors and replace them with its own slate during Yahoo’s 2016 shareholder meeting. This month, Yahoo appointed two members to its board: Catherine Friedman, a former managing director at Morgan Stanley ( MS ), and Eric Brandt, a former chief financial officer at  Broadcom ( AVGO ). “This is gearing up to be an epic proxy fight, and we believe that this will create a significant overhang on Yahoo shares,” said Mizuho analyst Neil Doshi in an industry note on Thursday. “It’s unusual to see an investor try to replace an entire board, but this clearly highlights to us that Starboard does not trust any of the existing board members will do what needs to be done to create value for Yahoo shareholders.” Yahoo Chief Executive Marissa Mayer has struggled to turn the company around in her nearly four years as Yahoo’s leader. Yahoo stock was up 1%, near 35, in afternoon trading in the stock market today .