Marc Andreessen has an interesting post looking at the consequences if Microsoft officially goes hostile in its bid for Yahoo! Thus far, the two firms have been engaged in a careful dance where each side has left the door open for a negotiated settlement. But with neither side showing any sign of backing down, it’s looking increasingly likely that Microsoft will be forced to make an overt bid for control of Yahoo’s shares. There are two basic strategies Microsoft could pursue. One would be a tender offer, in which Microsoft attempts to purchase a majority of Yahoo!’s stock. The other would be a proxy fight, in which Microsoft nominates a competing slate to Yahoo!’s board of directors, on the understanding that the new slate would accept Microsoft’s existing offer. Either of these options would spark litigation from the losing party. Then, it would have to clear regulatory hurdles, and after that would come the hard work of actually integrating the two companies, something that will be made more difficult if Yahoo’s senior management is still bearing grudges from the takeover fight. I’ve pointed out before that culture is extremely important in high tech firms. Companies need to attract the best talent, and talented programmers want to work where the most innovative work is being done. Right now, Google already has an edge over Yahoo! and Microsoft on that front, and the gap is only going to widen if they spend the next two years beating each others’ brains out. It’s not at all clear that the Microsoft-Yahoo merger would make sense even if it were done with the support of Yahoo’s current management; it’s a doubly bad idea if it involves all the nastiness that would come with a hostile takeover.

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