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We're just a day away from the Yahoo shareholder meeting, and while it will hardly be the showdown it could have been, the drama will still be palpable.

Sure the company and its nemesis, Carl Icahn, have joined forces so that bitter proxy contest could be eliminated.

But that doesn't mean they've pushed their differences aside, or that general shareholder bitterness doesn't remain. This is still a company on the ropes, still a company having its hat handed to it by rival Google

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[GOOG  Loading...      ()   ], this is still a company taking a drubbing in the media, and still a company with a stock price teetering at a paltry $20 a share when just a few short months ago, Microsoft

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[MSFT  Loading...      ()   ] was prepared to offer 70 percent more than that.

That last point is one of the reasons why Carl Icahn's pal, T. Boone Pickens, sold his entire Yahoo

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[YHOO  Loading...      ()   ]stake this week--at a loss--and reportedly called the company's management "pathetic." It'll be interesting to gauge the opinions of the hundreds of shareholders likely to show up at Friday's meeting and whether they concur, or subscribe to management's outlook that the Microsoft offer was inadequate because Yahoo's longer term prospects are so robust.

I asked president Sue Decker about that last week. She stuck to her guns that Yahoo was indeed interested in "maximizing shareholder value," and that the board felt comfortable turning down Microsoft's offer. That it was Microsoft's decision to walk from negotiations, not Yahoo's.

I'm not sure about that, however. If that's true, it just doesn't seem to make sense that Microsoft would make an offer and then walk away before Yahoo responded. And if Yahoo turned it down -- far more likely -- what caused the company to come back weeks later practically begging Microsoft to re-engage in negotiations at the price Microsoft was already offering?

Remember that Microsoft had an offer of $33 on table, whether in writing or not, and Yahoo co-founders David Filo and Jerry Yang were dispatched to Redmond for a face-to-face meeting with Steve Ballmer, at which time Yang gave Microsoft his own price to sell, not his board's, at $37? Microsoft had to be wondering with whom it was supposed to be negotiating!

Look, all the facts are in dispute depending upon which rep from which camp you talk to. Decker made the strong case to me that Yahoo is in transition this year, and that the strategy would gain traction next year and 2010. She was passionate about it. And I believe she believes it.

Shareholders have to ask, however, how long--and how likely it is--that that strategy will lead to a 70 percent increase in Yahoo shares. That's the threshold. Yahoo had a lucrative bird in the hand, and let it fly away. And then weeks later came crawling back.

Why? Maybe Yahoo saw the earnings report it was on the verge of releasing and thought, hmmmm, we better do a deal. By then, it was too late, and Microsoft decided to move on.

Seems like a botched deal to me. On both sides. For shareholders of both companies. Egos played way to big a role here. On both sides. And shareholders, from the beginning, have been caught in the middle. Yahoo shareholders at least will have the opportunity to sound off at the meeting tomorrow. Some Yahoo board members might lose their jobs; Yang's job is also in jeopardy, though I'm not sure who could step in now as a replacement. But all that is neither here nor there.

Although Microsoft declares otherwise, I'm not sure a deal--any deal--with Yahoo is really dead. Like Miracle Max said, it just might be "mostly dead." Meantime, the shareholder meeting will be about the deal that got away. The deal that Yahoo's board let get away.

Questions?  Comments?