Yahoo 正式回應 Icahn 的公開信


昨晚 Icahn 發表公開信,表明要發動 proxy battle 撤換 Yahoo 董事會以後,不到 12 小時,Yahoo 董事長 Roy Bostock 也發了正式的回應。

因為 Icahn 擺明他的目標就是要讓 Yahoo 重回談判桌跟微軟協商,Roy Bostock 在信中也指出,


「你準備強迫 Yahoo 賣給一個前求婚者,而這家公司已經公開宣稱他們『繼續前行』。我們並不相信這符合 Yahoo 股東的利益。」


「Yahoo 目前的十人董事會,包括 CEO 楊致遠,仍然是最能夠讓 Yahoo 股東權益最佳化的團隊。」

Bostock 為董事會的決策辯護是可以理解的。至於賣給微軟是對還是錯?這種問題當然沒有答案。Icahn 當然可以藉著逼使雅虎賣給微軟大賺一票,但是對楊致遠和 David Filo 來說則是情何以堪。但是,感情和面子是不能夠在資本市場上說服投資人的。雅虎過去四年的股價曲線實在不好,現在的董事會要怎麼讓投資人相信,雅虎可以憑藉一己之力力挽狂瀾,這才是當務之急的重點。

好戲連篇。我們就等著看這段,彷如 Oracle 和 BEA Systems 重演的戲碼吧。

[註] Bostock 公開回應的全文可以在這邊看到。我照引如下。

May 15, 2008
Dear Mr. Icahn:

We are in receipt of your letter with regard to your intention to seek control of Yahoo!’s board of directors.

Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo!’s ten-member board, comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo! stockholders.

Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on. Please may I remind you that there is currently no acquisition offer on the table from that company or any other party. That said, we have been crystal clear in our stance that we have been and remain willing to consider any proposal from any party including Microsoft if it offers our stockholders full and certain value.

From the beginning of the process with Microsoft, Yahoo!’s independent directors focused on one central goal: how best to maximize stockholder value. At all times directing this process, Yahoo!’s independent directors carefully considered Microsoft’s initial unsolicited proposal, which was at the time valued at $31 per share. After considering input from its financial advisers the board unanimously concluded that Microsoft’s proposal significantly undervalued Yahoo! and was, therefore, not in the best interests of the company or our stockholders. While we rejected this offer publicly on February 11, 2008, we could not have been more clear in that communication and in every subsequent communication, both public and private, that we were and are willing to enter into any transaction that would maximize value for stockholders and provide them certainty of value.

The record of our efforts to engage Microsoft in meaningful discussions is unequivocal. Following receipt of Microsoft’s proposal on January 31, our board of directors has met over twenty times to review Microsoft’s proposal and Yahoo!’s other strategic alternatives. Throughout this process our board kept an open mind and an open ear. Our independent directors met with several of our largest stockholders to solicit their views and to make it clear that Yahoo!’s independent board is fully committed to maximizing stockholder value. In addition, at the direction of our board, our management team met with many of our investors to provide insight into Yahoo!’s strategy and views on value.

Our board’s openness also extended to Microsoft. Without reciting all of the contacts between us and between our advisers, the senior-most management of Yahoo! and Microsoft and the companies’ respective financial advisers spoke on numerous occasions and met in person seven times. During those meetings, Yahoo! discussed its strategic objectives in search and display advertising monetization, its perspectives on operating strategy and integration in a transaction with Microsoft, its perspectives on transaction synergies, and other non-price deal terms. Because certainty of closing is a critical issue, we sought to understand Microsoft’s thinking with regard to the regulatory issues associated with a potential transaction. In fact, at the board’s direction, our lawyers on March 28 asked for additional information in this regard, information which was never forthcoming.

On April 15th, a meeting was held at Yahoo!’s request. At that meeting, which included our respective financial advisors, we made clear, once again, that we were open to a transaction with Microsoft. During those discussions, Yahoo! made a detailed presentation of its strategic and financial plan, its thoughts on integration and its view with respect to the potential synergies that could be achieved in a transaction, essentially laying the foundation for Microsoft to understand–and respond to–our board’s conclusion that Microsoft’s offer substantially undervalued the company. Following that meeting we also provided to Microsoft a list of key non-price deal terms that our board believed were critical items to be addressed in a deal to provide reasonable protections for our stockholders.

Throughout this period, Microsoft continued to state that it would not raise its offer, and even suggested that it could lower it.

Despite this failure by Microsoft to respond in any substantive way to any of Yahoo!’s requests, on May 2nd, the same day we first learned of Microsoft’s apparent willingness to increase its proposal to $33 (although this oral “offer” was never delivered in writing and did not include details of a cash/stock mix), our board determined to continue discussions, instructing Jerry Yang to indicate to Microsoft that we would be prepared to enter into a transaction that valued Yahoo! at $37 per share and that provided reasonable certainty of value and certainty of closing. This was communicated to Microsoft in-person at a meeting in Seattle on May 3rd. With Microsoft’s offer at $33 and Yahoo!’s counter-proposal at $37, Microsoft elected, within hours, to walk away from the negotiating table and informed us that they were “moving on,” having never engaged further on price or any of the key non-price deal terms.

In short, Yahoo!’s board was at every point in this process prepared to enter into a transaction with Microsoft that would maximize stockholder value–and included certainty of value and closing. What Yahoo!’s independent board refused to do was to allow control of this company to be acquired for less than its full value.

That brings us to today. Our business is performing well as evidenced by our first quarter results. As we have publicly stated, our board continues to actively and expeditiously explore strategic alternatives to maximize stockholder value. None of the alternatives we are considering would preclude us from entering into a transaction with Microsoft or any other party.

We continue to believe that Yahoo!’s current board has the independence, the knowledge, and the commitment to navigate the Company through the rapidly changing Internet environment and to deliver value for Yahoo! and its stockholders.

We look forward to a productive dialogue.

Very truly yours,

Roy Bostock

Chairman of the Board

鉅子 Carl Icahn 對 Yahoo 董事會開砲了

雖然最近忙到翻掉,但是看到這麼戲劇性的東西,還是要寫一下當紀念的 :p

就在 Steve Ballmer 說微軟決定撤回對 Yahoo 的併購案之後,今晚 Carl Icahn 對 Yahoo 董事會開砲了,發表了一封公開信。這位老兄好怒啊。他形容雅虎董事會



「微軟的提案十分慷慨,對雅虎的估價比公開求婚的前一天還要高出 72%。拒絕這個提議顯然是非常不理智的。」

實力雄厚的 Carl Icahn,除了開罵以外,也擺明他不是只有一張嘴而已。公開信中聲稱,他已經花了十三億美金買了雅虎五千九百萬股 (大約佔雅虎 4% 股權)。而且他正在向美國聯邦交易委員會提出申請,希望得到反托拉斯的許可,以便買下價值二十五億美金的雅虎股權 (大約 8% 左右)。

Icahn 表示不只贊成微軟的購併案,而且也打算提案撤換雅虎的董事會 – 他已經公開提了一個十人名單,希望能夠在七月三號的雅虎股東年會上面,取得多數董事席位。十人都是赫赫有名,除了他自己以外,還包括:

  • 網路創業傳奇人物 Mark Cuban
  • Viacom 創辦人 Frank Biondi Jr.
  • New Line Cenima 的 CEO Robert Shaye
  • 創投家 Adam Dell。啥?你不認識他?那你至少該認得他哥哥 Michael Dell 吧?

Carl Icahn 這些舉動的背後,和微軟的 Steve Ballmer 有沒有什麼默契或是私下的合作,是很耐人尋味的。不過這是楊致遠和雅虎董事會要擔心的事情了。我們只要負責看連續劇看不到的好戲就好了啊! XD

話說回來,楊致遠接任 CEO 以後,風波總是不斷。他能夠有時間精力來做好公司重整的工作嗎?我很懷疑。光是應付微軟大巨獸想必就已經筋疲力竭了。現在又來一個 Carl Icahn,恐怕難得有一夜好眠了…

[註] Carl Icahn 是具有傳奇色彩的投資人。他以爭取股東權益聞名,令許多上市公司老闆聞之色變。最近的事蹟是投資摩托羅拉事件。他所投資的公司,通常伴隨著大規模的重整,包括經營階層的重新洗牌與裁員。
[註二] 公開信的全文在這裡可以看到。我照引如下:


                                Carl C. Icahn
767 Fifth Avenue, 47th Floor
New York, NY 10153

May 15, 2008

Roy Bostock
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Mr. Bostock:

It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft. It is quite obvious that Microsoft’s bid of $33 per share is a superior alternative to Yahoo’s prospects on a standalone basis. I am perplexed by the board’s actions. It is irresponsible to hide behind management’s more than overly optimistic financial forecasts. It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo’s closing price of $19.18 on the day before the initial Microsoft offer. I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet.

During the past week, a number of shareholders have asked me to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft, something that in my opinion the current board has completely botched. I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies. I have therefore taken the following actions: (1) during the last 10 days, I have purchased approximately 59 million shares and share-equivalents of Yahoo; (2) I have formed a 10-person slate which will stand for election against the current board; and (3) I have sought antitrust clearance from the Federal Trade Commission to acquire up to approximately $2.5 billion worth of Yahoo stock. The biographies of the members of our slate are attached to this letter. A more formal notification is being delivered today to Yahoo under separate cover.

While it is my understanding that you do not intend to enter into any transaction that would impede a Microsoft-Yahoo merger, I am concerned that in several recent press releases you stated that you intend to pursue certain “strategic alternatives”. I therefore hope and trust that if there is any question that these “strategic alternatives” might in any way impede a future Microsoft merger you will at the very least allow shareholders to opine on them before embarking on such a transaction.

I sincerely hope you heed the wishes of your shareholders and move expeditiously to negotiate a merger with Microsoft, thereby making a proxy fight unnecessary.

    Sincerely yours,



Lucian A. Bebchuk

Lucian Bebchuk is the William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. Bebchuk is also a Research Associate of the National Bureau of Economic Research and Inaugural Fellow of the European Corporate Governance Network. Trained in both law and economics, Bebchuk holds an LL.M. and S.J.D. from Harvard Law School and an M.A. and Ph.D in Economics from the Harvard Economics Department. He joined the Harvard Law School faculty in 1986 as an assistant professor, becoming a full professor in 1988, and the Friedman Professor of Law, Economics and Finance in 1998. Bebchuk has written extensively on corporate governance, corporate control, and corporate transactions. He has published more than seventy research articles in academic journals in law, economics, and finance. Upon electing him to membership in 2000, the American Academy of Arts and Sciences cited him as “[o]ne of the nation’s leading scholars of law and economics,” who “has made major contribution to the study of corporate control, governance, and insolvency.” He is the 2007-2008 President of the American Law and Economics Association, and a former chair of the Business Association Section of the American Association of Law Teachers. Bebchuk’s recent writings include Pay without Performance: the Unfulfilled Promise of Executive Compensation (Harvard University Press, 2004, co-authored with Jesse Fried), “The Case for Increasing Shareholder Power” (Harvard Law Review, 2005), “The Costs of Entrenched Boards” (Journal of Financial Economics, 2005, co-authored with Alma Cohen), and “The Myth of the Shareholder Franchise” (Virginia Law Review, 2007). Bebchuk has been a frequent contributor to policy making and public discourse in the corporate governance area. He has appeared before the Senate Finance Committee, the House Committee of Financial Services, and the SEC. He has published many op-ed pieces, including in the Wall Street Journal, the New York Times, and the Financial Times. He was included in the list of “100 most influential people in finance” of Treasury & Risk Management and the list of “100 most influential players in corporate governance” of Directorship magazine.

Frank J. Biondi, Jr.

Since March 1999, Mr. Biondi has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization. From April 1996 to November 1998, Mr. Biondi served as Chairman and Chief Executive Officer of Universal Studios, Inc. From July 1987 to January 1996, Mr. Biondi served as President and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director of Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of New York Mellon Corporation and Seagate Technology. Mr. Biondi is a graduate of Princeton University and earned a Masters of Business Administration from Harvard University.

John H. Chapple

John Chapple is President of Hawkeye Investments LLC, a privately-owned equity firm investing primarily in telecommunications and real estate ventures frequently working in conjunction with Rally Capital LLC. Prior to forming Hawkeye, John Chapple worked to organize Nextel Partners, a provider of digital wireless services in mid-size and smaller markets throughout the U.S. He became the President, Chief Executive Officer and Chairman of the Board of Nextel Partners and its subsidiaries in August of 1998. Nextel Partners went public in February 2000 and was traded on the NASDAQ Exchange. In June 2006, the company was purchased by Sprint Communications. From 1995 to 1997, Mr. Chapple was the President and Chief Operating Officer for Orca Bay Sports and Entertainment in Vancouver, B.C. During Mr. Chapple’s tenure, Orca Bay owned and operated Vancouver’s National Basketball Association and National Hockey League sports franchises in addition to the General Motors Place sports arena and retail interests. From 1988 to 1995, he served as Executive Vice President of Operations for McCaw Cellular Communications and subsequently AT&T Wireless Services following the merger of those companies. From 1978 to 1983, he served on the senior management team of Rogers Cablesystems before moving to American Cablesystems as Senior Vice President of Operations from 1983 to 1988. Mr. Chapple, a graduate of Syracuse University and Harvard University’s Advanced Management Program, has 26 years of experience in the cable television and wireless communications industries. Mr. Chapple is the past Chairman of Cellular One Group and CTIA-The Wireless Association, past Vice-Chairman of the Cellular Telecommunications Industry Association and has been on the Board of Governors of the NHL and NBA. Mr. Chapple serves on the Syracuse University Board of Trustees currently as Chairman and the Advisory Board for the Maxwell School of Syracuse University. He is also on the Board of Directors of Cbeyond, Inc., a publicly traded Atlanta-based integrated service telephony company; Seamobile Enterprises, a privately held company providing integrated wireless services at sea; Telesphere, a privately held VOIP (voice over internet protocol) company based in Phoenix, Arizona; and on the advisory boards of Diamond Castle Holdings, LLC, a private equity firm based in New York City and the Daniel J. Evans School of Public Affairs at University of Washington.

Mark Cuban

Since early 2000, Mr. Cuban has been the majority and controlling owner of the National Basketball Association franchise, the Dallas Mavericks. In 2001, Mr. Cuban co-founded HDNet, an all high-definition television network on DIRECTV that broadcasts high-definition sports, movies and other entertainment. Prior to his purchase of the Dallas Mavericks, Mr. Cuban co- founded in 1995 and served as its Chairman of the Board until it was sold to Yahoo! in July of 1999. Before, Mr. Cuban co-founded MicroSolutions, a national systems integrator, in 1983, which was later sold to CompuServe Corporation in 1990. Mr. Cuban is an active investor in cutting- edge technologies and various industries, including the entertainment industry.

Adam Dell

Since January 2000, Mr. Dell has served as the Managing General Partner of Impact Venture Partners, a venture capital firm focused on information technology investments. He also serves as Managing Director at Steelpoint Capital Partners, a private equity firm with offices in New York and California. From October 1998 to January 2000, Mr. Dell was a Senior Associate and subsequently a Partner with Crosspoint Venture Partners in Northern California. From July 1997 to August 1998, he was a Senior Associate with Enterprise Partners in Southern California. From January 1996 to June 1997 Mr. Dell was associated with the law firm of Winstead Sechrest & Minick, in Austin, Texas, where he practiced corporate law. Mr. Dell’s investments include: Buzzsaw (which was acquired by Autodesk), HotJobs (which was acquired by Yahoo!) and Connectify (which was acquired by Kana Software). Mr. Dell has been a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. In addition, Mr. Dell currently serves on the boards of directors of the Santa Fe Institute, MessageOne and OpenTable. He also teaches a course at the Columbia Business School on business, technology and innovation and is a contributing columnist to the technology publication, Business 2.0. Mr. Dell received a J.D. from University of Texas and a B.A. from Tulane University.

Carl C. Icahn

Mr. Icahn has served as chairman of the board and a director of Starfire Holding Corporation, a privately-held holding company, and chairman of the board and a director of various subsidiaries of Starfire, since 1984. Since August 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises L.P., and certain related entities, Mr. Icahn’s principal occupation is managing private investment funds, including Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn Partners Master Fund III L.P. Prior to August 2007, Mr. Icahn conducted this occupation through his entities CCI Onshore Corp. and CCI Offshore Corp since September 2004. Since November 1990, Mr. Icahn has been chairman of the board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. Icahn Enterprises L.P. is a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc., a registered broker- dealer and a member of the National Association of Securities Dealers, from 1968 to 2005. Mr. Icahn has served as chairman of the board and as a director of American Railcar Industries, Inc., a company that is primarily engaged in the business of manufacturing covered hopper and tank railcars, since 1994. From October 1998 through May 2004, Mr. Icahn was the president and a director of Stratosphere Corporation, the owner and operator of the Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was a subsidiary of Icahn Enterprises L.P. From September 2000 to February 2007, Mr. Icahn served as the chairman of the board of GB Holdings, Inc., which owned an interest in Atlantic Coast Holdings, Inc., the owner and operator of The Sands casino in Atlantic City until November 2006. Mr. Icahn has been chairman of the board and a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. Mr. Icahn has served as a Director of Cadus Corporation, a company engaged in the ownership and licensing of yeast-based drug discovery technologies since July 1993. In May 2005, Mr. Icahn became a director of Blockbuster Inc., a provider of in-home movie rental and game entertainment. In October 2005, Mr. Icahn became a director of WestPoint International, Inc., a manufacturer of bed and bath home fashion products. In September 2006, Mr. Icahn became a director of ImClone Systems Incorporated, a biopharmaceutical company, and since October 2006 has been the chairman of the board of ImClone. In August 2007, Mr. Icahn became a director of WCI Communities, Inc., a homebuilding company, and since September 2007 has been the chairman of the board of WCI. In December 2007, Mr. Icahn became a director of Federal-Mogul Corporation, a supplier of automotive products, and since January 2008 has been the chairman of the board of Federal-Mogul. In April 2008, Mr. Icahn became a director of Motricity, Inc., a privately-held company that provides mobile content services and solutions. Mr. Icahn received his B.A. from Princeton University.

Keith A. Meister

Since March 2006, Keith Meister has served as Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Since November 2004, Mr. Meister has been a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages third party private investment funds. Since June 2002, Mr. Meister has served as senior investment analyst of High River Limited Partnership, an entity primarily engaged in the business of holding and investing in securities. Mr. Meister also serves on the boards of directors of the following companies: XO Holdings, Inc., a telecommunications company; WCI Communities, Inc., a homebuilding company; Federal-Mogul Corporation, a supplier of automotive products; and Motorola, Inc., a mobile communications company. With respect to each company mentioned above, Carl C. Icahn, directly or indirectly, either (i) controls such company or (ii) has an interest in such company through the ownership of securities. Mr. Meister received an A.B. in government, cum laude, from Harvard College in 1995.

Edward H. Meyer

Mr. Meyer serves as Chairman, Chief Executive Officer and Chief Investment Officer of Ocean Road Advisors, Inc., an investment management company. From 1970 to 2006, he served as Chairman, Chief Executive Officer and President of Grey Global Group, Inc., a multi-billion dollar global advertising and marketing agency. Mr. Meyer serves as a Director of Harman International Industries, Inc., Ethan Allen Interiors, Inc., National CineMedia, Inc. and NRDC Acquisition Corp. Mr. Meyer holds a B.A. in Economics from Cornell University.

Brian S. Posner

Brian S. Posner is a private investor. From 2005 through March 2008, he served as Chief Executive Officer and co-Chief Investment Officer of ClearBridge Advisors LLC (and its predecessor company, CAM North America), an asset management company based in New York with approximately $90 billion in assets and a wholly owned subsidiary of Legg Mason Inc. Prior to ClearBridge Advisors, he was a co-Founder and the Managing Partner of Hygrove Partners LLC, a hedge fund company that was formed in 2000. Prior to ClearBridge Advisors and Hygrove Partners, he served as a Portfolio Manager and an Analyst, first at Fidelity Investments from 1987 to 1996 and then at Warburg Pincus Asset Management/Credit Suisse Asset Management from 1997 to 1999. At Warburg Pincus Asset Management/Credit Suisse Asset Management he was a Managing Director and served as the Senior Investment Manager of the Value Equity Group, co-Portfolio Manager of the Warburg Pincus Growth & Income Fund, and Portfolio Manager of the Warburg Pincus Institutional Value Fund and the Warburg Pincus Trust, Growth and Income Fund. Prior to the acquisition of Warburg Pincus Asset Management (“WPAM”) by Credit Suisse Asset Management in July 1999, he was co-Chief Investment Officer, Director of Research, Chairman of the Global Asset Allocation Committee, and a member of the Executive Operating Committee at WPAM. At Fidelity Investments, he was the Portfolio Manager of the Fidelity Equity Income II Fund from 1992 to 1996 and the Fidelity Value Fund from 1990 to 1992. He also managed the Select Life Insurance, Select Property Casualty Insurance and Select Energy Portfolios. From 1987 to 1990, he was an Oil, Insurance, and Financial Services Analyst. From August 2000 to April 2003 he served on the Board of Directors for Sotheby’s Holdings, Inc. He currently a member of the Board of Trustees at Northwestern University and the Board of Visitors for the Weinberg College of Arts and Sciences at Northwestern University. Mr. Posner received his undergraduate degree in history from Northwestern University in 1983 and his M.B.A. in finance from the University of Chicago Graduate School of Business in 1987.

Robert K. Shaye

Robert Shaye is Co-Chairman and Co-CEO of New Line Cinema. As the Founder of New Line Cinema and a filmmaker himself, Robert Shaye has spent more than 40 years developing and distributing films that reflect a wide array of cultural movements, creating new paradigms for the motion picture business, and most importantly, entertaining millions of moviegoers. Since he founded New Line in 1967, Shaye has guided the company’s growth from a privately-held art film distributor to one of the entertainment industry’s leading independent studios and a veritable box office force. He has been involved in such films as The Lord of the Rings trilogy, Rush Hour, Austin Powers and Seven. A University of Michigan graduate with a degree in business administration and a J.D. degree from Columbia University Law School, Shaye is also a Fulbright Scholar, member of the New York State Bar, and serves on the Board of Trustees of the Motion Picture Pioneers, and the American Film Institute.

AMD 也傳出購併傳聞,股價應聲大漲


日月光和 AMD,大概是近來半導體業最熱的兩個新聞了吧?

在上次私募基金 (Private Equity) 傳出凱雷想要收購日月光之後,AMD 也傳出成為私募基金相中的標的之一。由圖中可以看出,昨天消息傳出後,市場反應造成股價大漲。(新聞可以看 Forbes 或是 Reuters 的報導)

AMD 才在一月揭露 2006 Q4 的財報,虧了 $574M,加上對前景不佳的預測,造成股價難有起色。現在傳出 PE 對他有興趣,不知道是真?還是假?可以預見的是,已經紅透了的 PE,還會繼續造成不少話題就是了。

原來, 大家還沒搞懂資本主義是什麼東西


晚上睡前, 看了 Neo’s Blog 的 “Web 2.0 網站購併潮背後的省思“, 翻來覆去很有點睡不著。腦海裡面滿滿的都是文內所提的, “這就是資本主義的現實,希望創業者引以為鑑。”

不, 我睡不著並不是因為資本主義太邪惡。
我睡不著是因為, 原來居然有這麼多人還不能夠理解資本主義的本質?

(我要先聲明, 我無貶低 Neo 文章之意, 相反的, 我對這篇文章評價很高。至少我就不知道 YouTube 背後的 VC 是哪家。更不知道這家 VC 原來戰果如此輝煌。我要強調的是, 現在社會大眾的無知。他們居然連自己身處在什麼時代都不曉得!)

但是, 在繼續寫下去以前, 我是不是應該跟電影 Matrix 裡面的 Morpheus 一樣, 給你選擇知道真相與否的權利?

大家好像都認為創業成功是很風光燦爛的事情, 彷彿坐擁金山懷抱家人從此無憂無慮。一般人看不到的是, 草創初期經營者的艱辛, 以及獲利分配多數為創投收割的事實。YouTube 並不是公開上市的公司, 我也不知道 chad & steve 相對於原始創投所擁有的股權有多少, 但是以以往 dotcom 公司的股權分配來看, VC 佔有超過 50% 的股權是相當常見的。在這些併購案的交易背後, 創投家基本上只需要做兩件事情:

1. 一開始評估 YouYube 是否值得投資
2. 最後在併購案中投贊成票 (of course, who doesn’t ?)

然後就坐擁比兩位 YouTube 創辦人 chad & steve 更多的鈔票。

是的, 我是故意把 VC 要做的事情、跟他們所要冒的風險簡化了, 但是也不能否認的, 投資於 YouTube、眼光神準的 VC 是這次併購案的大贏家。大部分的錢都進了他們口袋。


不過, 這本來就是股東的權益。如果 Chad & Steve 在這次交易能夠大撈一票, 也是因為他們還擁有 YouTube 的部分股權。

Neo 文中舉了好幾個創業者的例子, 說明創業家被併購之後的辛酸。是的, 創業家是很可憐的。創業者付出的代價與勞苦往往超出一般人所能想像, 但是獲得的利益卻被創投收割泰半, 創業者只剩下餅乾碎屑可以吃。

資本主義市場就是這樣。創業者因為想創業, 手邊沒有錢。創投出了錢, 創業者則出經營能力 / 技術能力 / whatever, 雙方有了合作的默契以後, 談好股權分配比例, 於是營利事業得以開展。

當事業有了回報, 投資有了報酬的時候, 獲益的是誰? 當然是出資的股東。創業者如果沒有賣出股份, 當然也可以依照股權分配比例獲得該有的股利。

你能說這不公道嗎? 當初創業的時候如果少了資金, 創的了業嗎? 創業如果失敗虧錢, 虧的是誰的錢? 還不是原始股東的錢? 他們願意冒當初的風險投入資本, 那麼有了獲利之後他們享受回饋不是理所當然?

股東才是這一切的贏家, 這才是資本市場的本質。BofA 的前 CEO & Chairman Hugh McColl 也曾經說過, 如果所有財務數字只能看一個,最重要的絕對是 ROE (股東權益報酬率)。

很多人有個錯誤觀念, 以為公司是經理人的公司。常見的誤解, 例如台積電是張忠謀的、中信金控是辜家的、或是像 Neo 文中的無名小站, 大家以為那是簡志宇的。(難道不是嗎? 他不是董事長嗎!?) 會有這個想法的人, 其實就好像等於在說「台灣是陳水扁的」一樣。台灣的主權屬於台灣人民,公司的股權也屬於股東所有。照這樣來說, 台積電跟中信金, 都不是台灣的, 都是外資的;而無名小站也不是簡志宇的, 而是永駿投資的。(好吧, 嚴格來說, 無名小站有幾趴是他的)

當然, 有些公司治理不彰的情況, 經理人可以藉由少數的股權對公司上下其手,彷彿巨大的槓桿操縱公司機器;這的確可以說公司是他的, 但是這就超出本文內容所想討論的範圍了。

你是不是覺得不太公平呢? 日日夜夜汲汲營營於工作是為了什麼?為什麼大家都會說要勤奮工作? 上司每年給我的加薪、升遷、鼓勵,難道是假的嗎? 如果不是假的, 為什麼他們不費吹灰之力就可以賺取我無法企及的財富?


這都不是假的, 他們說的都是實話。

如果沒有認真工作的員工, 沒有兢兢業業的經理人, 哪裡會有高效率、高獲利的企業?倘若沒有高效率、高獲利的企業, 他們又要把錢投資到哪裡去? 放到銀行顯然不是個好主意。只有不斷讓員工奮發向上, 股東才有利益。

現在的員工和古時候的奴隸一樣, 雇主都可以不經過你的同意把你賣給其他人。但是現在的員工比古時候的奴隸幸運, 他們可以選擇主人, 也可以選擇不要做奴隸。

不禁讓我想到, 電影《華爾街》裡面, 麥克道格拉斯對著主角說: (我擅自將對白翻成中文, 唐突莫怪)

「我說的並不是有錢可以撘頭等艙的飛機、上高級餐廳吃飯, 也不是看歌劇的時候坐前排一點的坐椅;我指的是流動資產。有錢到可以買自己的飛機、有錢到不用浪費時間。」

或許這就是資本市場規則當中, 優渥的奴隸和主人的差別。

我並不喜歡資本主義, 我也不認為資本主義適合中華文化的人。遠自漢朝鹽鐵論的辯論以來, 中國的四民社會就註定不會走向資本主義這條道路。現在的資本主義, 毫無疑問的和許多傳統價值格格不入。

但是全球化資本主義, 就像潘朵拉的盒子一樣, 打開了就收不回去。
我也從歷史的教訓當中學到, 不要螳臂當車, 不要妄圖逆勢而為。

只能希望, 在大時代的洪流當中, 站在順風的當口, 找個有利的角度, 把歷史導引到正確的道路上。

(Okay, no more tea before bedtime…. 早上還得繼續當奴隸呢 😉

Philanthropy and Buffet’s Giveaway

在這個資本主義盛行的年代, 當醫療資源和教育資源都必須在
市場機制下秤斤兩論價的時候, 我們仍然能夠看到一些光芒。

Warren Buffet 今天宣布, 他要把手上 85% 的 Berkshire Hathaway
股票, 捐贈給慈善公益機構。他是 Berkshire 的最大單一股東,
持股的 85% 市價接近 33 個 billion。新聞公佈的時候, 台灣媒體
大多以 “巴菲特捐贈 1.x 兆元” 之類的標題做新聞, 大眾似乎

我讀了這個新聞, 很有一些感動。不過我的感動可能和其他人不太一樣?

很多人都知道, Forbes 每年都會根據可以獲得的名人財務資訊,
編列當年的富豪排行榜。很多人也都知道, Bill Gates 長居此富豪榜
首富多年, 而第二名就是 Warren Buffet。甚至在 Bill Gates 出頭
以前的首富, 也正是 Warren Buffet。

但是很少人知道的是, BusinessWeek 每年也都會編排一個排行榜。
不過, 這個卻是慈善捐款排行榜。這個排行榜當中, Bill Gates 也是
獨占鰲頭, 年年第一。

相對於 Bill Gates 的活躍, Buffet 也曾經飽受抨擊。輿論指責他賺了
太多錢, 可是卻沒有相對應的社會回饋。對於這種指控, Buffet 總是說,
他對這些已經有了安排, 死後他的財產將會得到妥善的配置。當然,
因為事實還沒發生, 眾人總是難以盡信, 姑妄聽之。

在今天, 我們看到了, Warren Buffet 改變了他的時間表。就在 Bill
Gates 決定退居微軟幕後, 專注心力在他的 Gates Foundation
之後沒多久, 他的忘年之交 Buffet 也決定提早致力於慈善事業。

遠從鋼鐵鉅子 Andrew Carnegie 的 “The Gospel of Wealth” 開始,
想的世界。Carnegie 因為早年貧苦的生活, 因此致力於創造平民接

George Soros 因為早年在東歐的顛沛流離, 因此致力於推動開放式
社會。Bill Gates 和他老婆因為相信人命等價, 而創辦了 Gates
Foundation。Warren Buffet 相信資本的力量, 所以採用了這種方

當我們自己, 在抱怨、嫌惡不好的環境、不對的人、不喜歡的事情
的時候, 我們是否自己也曾經努力做了些什麼改變 ? 看看別人, 想想

這裡看一下他的 wikipedia。
關於他捐贈 Gates Foundation 等慈善機構的新聞, 可以看這裡
關於 Bill Gates 退居幕後的新聞, 可以看這裡
如果不知道 Andrew Carnegie 是誰, 請看這裡
如果你沒讀過 The Gospel of Wealth, 請一定要看這裡
最後, 如果你不認識 George Soros, 請看這邊

Update : Here’s the Charlie Rose TV program interviewing Buffet & Gates