“We have seen extensive press coverage of Microsoft’s pursuit of Yahoo over the last few months, including notably excellent coverage from Silicon Alley Insider and the Wall Street Journal. However, I have not seen a detailed analysis of how a full hostile takeover might play out — the kind of analysis that you would be receiving if you were a Microsoft or Yahoo board member.

So I asked a pair of expert corporate attorneys — Michael Sullivan and Ed Deibert at Howard Rice Nemerovski Canady Falk and Rabkin in San Francisco — to work up such an analysis. What follows is their take blended with my commentary. (…)”