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Icahn: Yahoo By the Ear; Microsoft's Ear

Another weekend, another round of dueling press releases from Microsoft and Yahoo, and if there were ever a clearer example of the PR 8-ball behind which Yahoo finds itself, I don't recall one.

Here's why: Microsoft "moves on," and Yahoo beats its chest, originally because it repelled the Microsoft hostile bid, but then ultimately because Yahoo would go it alone and execute on a financial plan few on Wall Street find even remotely feasible.

Yahoo!'s headquarters in California.
Paul Sakuma
Yahoo!'s headquarters in California.

Microsoft sits back and watches as institution after institution, investor after investor, pundit after pundit, analyst after analyst, make fun of Jerry Yang and company for missing out on a $47 billion opportunity.

But one of those investors, Carl Icahn, decided to take a more active approach, plunking down a $1 billion for 50 million shares, and offering up his own slate of directors to run against the board that shunned Microsoft. He wants to stir things up, and make a little scratch for himself along the way.

And therein lies the problem for Yahoo in this can't-win-if-you're-Yahoo's-board situation. When the news broke Sunday afternoon that talks between Microsoft and Yahoo had resumed, the news didn't come from Yahoo. It came from a Microsoft release, vague that it was. I'm told Microsoft executives felt the negotiations were "material" and needed to be disclosed. So it beat Yahoo to the press release punch. This is more significant than you think. It continues the perception that Microsoft is still in charge, that Yahoo is still its hunted prey, and still very vulnerable.

Yahoo's meek response that "its Board of Directors continue to consider a number of value-maximizing strategic alternatives for Yahoo" (though none has truly materialized since Microsoft's original bid was made public), and that "the company will evaluate each of its alternatives, including any Microsoft proposal," still shows a duck and cover strategy. Which is unfortunate.

The problem for Yahoo is that had it come out with the news first, that talks -- such that they are -- had resumed, it would have looked instantly like Carl Icahn had dragged Yang back to the negotiation table kicking and screaming like a petulant little child. The trouble is, it looks like that anyway. I heard two separate guests on CNBC this morning use the term "grabbing Yang by the ear," referring to Icahn.

Still, had Yahoo come out first, and announced the resumption of negotiations, it could have sculpted the news the way it wanted to; that Yahoo had come up with a way to bring Microsoft back to the table, that creativity rules the day and that Yahoo's board is working on a way to snatch victory from the jaws of financial defeat. Instead, it just looks like Yahoo is blowing where the wind takes it, whether the hot air is coming from Microsoft or Icahn himself.

Both sides do agree that a complete take-out, in the spirit of what Microsoft originally proposed, is not back on the table. Yet. And that can't make Icahn happy, even though I'm sure he was instrumental in getting any talks to resume. That's because if you're trying to figure out the quickest way for Yahoo to hit $33 or $34 a share, it's likely not half-way steps built on a "partnership" with Microsoft. The fastest way is to take the deal Microsoft was proposing. But maybe these baby steps will get these two to talk more seriously, and openly, and specifically, about that original proposal. Talk is always good; trouble is, until now, talk's been cheap.

I can't wait to hear Icahn's response to all this. If this new round of talks doesn't go anywhere, Icahn will go nuclear, and July 3, the date of Yahoo's shareholder meeting -- a long weekend for all of us -- could turn into the longest weekend of Jerry Yang's life.

Questions? Comments? TechCheck@cnbc.com