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“Carl Icahn is stepping up his rhetoric against Yahoo Inc., saying he will seek to remove Chief Executive Jerry Yang if the activist investor's bid for board control is successful...

“Mr. Icahn in an interview accused Mr. Yang and the company's board of being disingenuous about their willingness to consider an acquisition offer, and of setting up a costly employee-retention plan that would deter any deal.

“‘I'm very cynical about many of the boards and CEOs in this country, but even I am amazed at the lengths that Jerry Yang and the board went to entrench themselves in this situation,’ said Mr. Icahn...

“Yahoo issued a statement saying that ‘Yahoo's board of directors, including Jerry Yang, has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders... Mr. Icahn's assertions ignore this clear factual record.’

“Sparking much of Mr. Icahn's ire is a lawsuit filed by Yahoo shareholders and unsealed by a Delaware court this week that sheds new light on the negotiations with Microsoft...

“Mr. Icahn estimated that Yahoo's [employee] retention plan could have cost Microsoft $2.5 billion or more to keep Yahoo employees -- a heavy cost that effectively deterred a deal...

“‘It's no longer a mystery to me why Microsoft's offer isn't around,’ he said. ‘How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone?’

“Mr. Icahn said he is convinced that Microsoft executives no longer trust Mr. Yang and won't make a new bid as long as he is at Yahoo's helm.”

(“Icahn Aims to Oust Yahoo CEO Yang If Bid for Board Control Succeeds.” Gregory Zuckerman and Jessica E. Vascellaro. Wall Street Journal: June 4, 2008. pg. B.3)

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