Keeping up with Yahoo’s many filings…

July 10, 2008

Most days, it’s hard to keep up with all the Yahoo (YHOO) merger-related filings. After all, there’s only so many hours in the day. In June, there were 20 — pretty much one for every day the SEC was actually open. Compare that to just 3 filings by Yahoo in June 2007 (I’m not counting Form 4s here, just to be clear).

So it’s perfectly understandable that yesterday’s filing may have gone unnoticed, even if the contents — an op-ed by Yahoo director Gary Wilson — had caught my eye when the article, with the headline “How to Rein in the Imperial CEO” first appeared in yesterday’s WSJ Op-Ed pages. (Just as a side note, I flag interesting articles in the site’s sidebar under the “Recommended Reading” section). In addition to being a director, Wilson was a former chairman at Northwest Airlines (NWA) and a former director at Disney (DIS), which, of course, had its own imperial CEO issues. Indeed, Wilson talks about the Disney situation in the op-ed.

What makes the filing odd is that it’s just a copy of Wilson’s article, with this one-sentence introduction: “The following editorial appeared in the Wall Street Journal on July 9, 2008”. But it’s not really clear to me why Yahoo would file this sort of thing with the SEC. I haven’t done an exhaustive search, but directors write op-eds all the time and I haven’t come across other examples of this turning into an SEC filing.

Which makes you wonder what Yahoo is really trying to say by filing this. After all, reading filings is open to a fair amount of interpretation. Both Dealbreaker and Portfolio’s Market Movers take on the content in Wilson’s piece, which doesn’t seem all that controversial: splitting the CEO and Chairman jobs is generally considered good governance and having them one and the same is bad.

But I’m more interested in what Yahoo is trying to say with this filing. Maybe they’re trying to say that Microsoft (MSFT) CEO Steve Ballmer is an imperial CEO. Or maybe they’re talking about Carl Icahn. But it’s probably not Jerry Yang.

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