Sue Decker Sounds Off on Yahoo, Icahn, Microsoft

Sue Decker, Yahoo President
Sue Decker, Yahoo President

It was a rare opportunity indeed, and a classy, stand-up decision by Yahoo President Sue Decker to sit down with me and answer some tough questions following months of wrangling, first with Microsoft, and then Carl Icahn.

In fact, in my exclusive interview (posted below in its entirety), these were Decker's first comments about the deal that will install Icahn and two of his designees onto the Yahoo board.

This was also Decker's most in-depth interview to date about where Yahoostands in its ongoing saga with Microsoft. My key takeaways: That no current negotiations with Microsoft are underway, and the two sides apparently are no closer to any kind of arrangement than they've been previously; That Decker is excited to teach Icahn about her business, and that she'd "love to get his advice;" That the company didn't breach its fiduciary responsibility by letting Microsoft's 70 percent premium slip away because it was Microsoft who walked away first; and that Microsoft needs Yahoo more than Yahoo needs Microsoft, saying "Our board's been clear: They're absolutely willing to sell at the right price," though she declined to tell me what that "right price" is.

She characterized this year as enormously challenging for her and her employees, that the battle with Microsoft and the proxy war with Carl Icahn has been very distracting. On Carl Icahn: "I have not met Carl. I think you really have to distinguish what happens in a PR war and proxy contest from reality. I'm totally looking forward to meeting him. I'd love for him to learn about our business and I'd love to get his advice. So there are absolutely no hard feelings of any sort. I think the best thing I can say is that we're moving forward and we'll have the distractions behind us, and I want that for our employees and I want that for our company."

I asked whether Decker and Yahoo could honestly say the company is interested in maximizing shareholder value even though it turned down a 70 percent premium for the company. Her response: That Yahoo has outperformed the broader environment, and the market, right before the Microsoft offer was made, and where shares are today. This isn't about business today, or business later this year, but based on where she and her board see Yahoo going, not accepting Microsoft's original offer made sense. As far as accepting versus rejecting Microsoft's $33 offer, "at the end of the day, they walked away."

She wouldn't speculate where this all goes from here. "I wouldn't rule anything out" when it comes to a complete take-out of the company, but confirmed there are "no discussions right now, but at any given moment, who knows what may transpire."

As far as whether CEO and Yahoo co-founder Jerry Yang blowing the deal: "Our board sent Jerry and David up to negotiate, and in the course of our first negotiation Microsoft walked away. There have been a number of mixed signals back and forth, and I don't think it's even productive to do the would-of, could-of, should-of at this point. Our board's been clear. They're absolutely willing to sell at the right price, and the ball's in Microsoft's court."

I asked her whether she gets frustrated by all the noise: a softening economy, Microsoft, economy, lackluster earnings even as rival Googlesteals away more market share, an executive exodus. It was by far her most thoughtful response: "I really try to focus on things I can control, that my team can control. I think there's that old saying that the pendulum never stops in the middle. And you see it at an extreme level right now. Is it frustrating right now? Sure. We see a lot of the commentary about, is Yahoo on fire?

People talk about the departures of employees and other things, and you know, for every departure, we've promoted somebody or hired somebody from the outside, and we've had some amazing executives come in. A lot of the departures had been planned, not all of them, there's normal turnover at every company. Sometimes, the lens people look through reflects the story they want to tell. And I think I'm realistic about that, my staff is realistic about that. I would like to get the distractions behind us because I think we have a lot to show. I don't take it personally, I don't dwell on it too much. I want to move forward."

We'll see how this all goes over with shareholders: Yahoo's shareholder meeting is a week from this Friday.

Questions? Comments?