ThoughtStorm Strategic Capital - Thinking About Deals

Yahoo board takes fire

A few pieces are detailing Carl Icahn's foray into Yahoo and his decision to take up the proxy fight Microsoft appears to have abandoned. This Dealbook article gets my vote today because of this quote from Icahn:

It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72 percent premium over Yahoo’s closing price of $19.18 on the day before the initial Microsoft offer.

Regular readers will remember that we raised this exact issue recently; the premium was so high that we think it likely that Yahoo's board could not have avoided presenting the opportunity to shareholders, even if it recommended against acceptance. It would have been perfectly acceptable for the board to negotiate a transaction that provided for no breakup fee, a strong fiduciary out, and even limited Microsoft's due diligence before signing up the deal to reduce Yahoo expenses. All of those make sense in terms of protecting Yahoo's value without reducing freedoms or eliminating opportunities for shareholders. Not wanting the company to be acquired or or not wanting to work for Microsoft is woefully insufficient justification for the actions of the board and management. It's not their company; it's the shareholders'.

Labels: deals, governance

Thursday, May 15, 2008 :: posted by Rick Colosimo @ 12:26 PM

Principles of War - Military

In OCS (for Rick) and at West Point (for Mike), we were both tasked with learning bits of "required knowledge." These were bits of useful or historical information, such as lifesaving steps or MacArthur's Duty, Honor, Country quote, or mnemonics used commonly in the US Army, such as OCOKA (obstacles, cover & concealment, orientation, key terrain, avenues of approach).

One of the items that we've carried with us long past our active duty days and see as relevant across many business situations is the 9 Principles of War. Each of these principles represents one aspect of military decision making. It is important to note that they are not rules; they are more like factors to be considered by military leaders in planning and execution.

We'll run through these principles one-by-one in the coming days, and we'll also create and refine a parallel version that puts these into a business context for greater relevance and accessibility.

9 PRINCIPLES of WAR

Mass - Concentrate combat power at the decisive place and time
Objective - Direct every military operation towards a clearly defined, decisive, and attainable goal
Offensive - Seize, retain, and exploit the initiative
Surprise - Strike the enemy at a time, at a place, or in a manner for which he is unprepared
Economy of force - Allocate minimum essential combat power to secondary efforts
Maneuver - Place the enemy in a position of disadvantage through the flexible application of combat power
Unity of command - For every objective, ensure unity of effort under one responsible commander
Security - Never permit the enemy to acquire an unexpected advantage
Simplicity - Prepare clear, uncomplicated plans and clear, concise orders to ensure thorough understanding

Labels: leadership, military, tips

Tuesday, May 13, 2008 :: posted by Rick Colosimo @ 11:58 AM

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