The New York Times's DealBook reported yesterday morning that Microsoft will indeed authorize a proxy fight, as long suspected. And there's a pretty strong hint in a Microsoft SEC filing yesterday:
Microsoft Corporation and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
What this all means is that Microsoft could nominate new directors for Yahoo's board, replacing some of the "nay" votes with "yeas." That sentence from the SEC filing would be Microsoft's first public admission that it's willing to start that fight.
Yahoo's entire board is up for re-election, so Microsoft's next move could be dramatic. Yahoo's bylaws appear to set a deadline of March 14 for nominating new directors.
You just know someone's already writing a made-for-TV movie about all this.
— Craig Matsumoto, West Coast Editor, Light Reading