Keith Watanabe * NET 2.0

This is obvious and probably will break down to a proxy fight.  It's not going to be pretty for everyone.  But I have one suggestion for Yahoo in agreeing to this deal: as part of the agreement, Steve Ballmer must step down as CEO of Microsoft and only receive non-voting shares of the new combined companies.

I think this is a perfectly legitimate counteroffer on top of the monetary proposal by Microsoft.

While Steve Ballmer has been in charge (supposedly), his visionless leadership has caused massive failures for the company.  Let's face it: he's just a Pointy Haired Boss.  And the butt of many jokes I might add.  Ray Ozzie, for all intents and purposes, is the current driving force behind Microsoft's strategies.  I figured that the vestiges of the old guard of Microsoft is what's causing the distance in Yahoo's acceptance of the bid.  Most notably Ballmer's tactics and personality as head most likely prejudices people's viewpoints of Microsoft.  I mean, Bill Gates has long passed the torch along to others and it's clear in that passing, no one has been really able to step up to the plate outside of Ozzie.

If you take away Steve Ballmer's arrogant demeanor from the acquisition and re-proposal it to Yahoo, their board and most importantly, their employees, what would the reaction be this time?  It seems like in the upcoming acquisition, Microsoft is perfectly willing to open up its deep coffers to bribe Yahoo, its employees, and shareholders in everything that's possible to make this deal (and again, I argue that the one making this deal is Ballmer).  It's not such a bad proposition, but I think the biggest stigma are the negative connotations associated with what Microsoft has been spewing.

But again, I figure also most of the negativity is associated with the Google-killer obsessed Ballmer, who has made the whole thing a personal issue (because again I suspect his neck is on the line).  Well, if Microsoft is truly sincere in moving forward with this deal, the best option outside of pure money is to take away the only real cause of emotional disturbance. 

And for those who still believe that this deal is good outside of the immediate monetary benefit for the shareholders, here's a nice video that clearly explains what will happen during the merger.