Shareholders Do Not Support Independent Operations
Icahn's haste in wanting Yahoo and Microsoft to merge without proposing any alternative strategies is a key reason why the Yahoo board of directors is urging investors to vote against Icahn's proposal. The Yahoo board said in a statement: "The ultimate outcome of Icahn's leadership would not be in the best interest of Yahoo."
Yahoo also questions whether Icahn could devise a plan to improve Yahoo's situation if, by some chance, Microsoft were to stop negotiating with Yahoo. Without such a plan, how could they prevent Ballmer from walking away again until Yahoo gives in?