Some might be wondering just what Yahoo chief Jerry Yang and his steadfast board of directors have been doing with their time as would-be usurpers Microsoft and activist-investor Carl "The Enemy Within" Icahn go about the business of wresting the Internet giant from Yang's miniature and well-manicured clutches. Drafting memos, of course! Long, long memos that speak of the wrongdoings, inadequacies, and general short-sighted asshole-ness of their meddling future partners and/or owners:

The recently-formed Carl Icahn-Microsoft alliance continues to make misleading statements about their plans for Yahoo!. Your Board of Directors believes strongly that the Icahn-Microsoft agenda—as presented to us jointly last week—will destroy stockholder value at Yahoo!, serving only their very narrow special interests, clearly not your interests.

Not a shabby intro. After outlining a few of the things they're doing to right the company, the memo continues:

Mr. Icahn has made it clear that his only objective is to sell part or all of Yahoo! to Microsoft. That fact, combined with his lack of an operating plan going forward, means that he will have no leverage to negotiate a fair deal with Microsoft. He has set himself up for failure....

Is he on to something, or just completely wrong? Remaining zingers warrant the bullet treatment for their precision:

• "[Icahn and his team] do not have the detailed knowledge to negotiate a complex restructuring of a large, innovative high technology company in a rapidly changing environment."

• "Mr. Icahn can't make up his mind about what he thinks will work for Yahoo.

• "The Icahn/Microsoft proposal was more 'smoke and mirrors' than objective reality."

• "But Microsoft's flip flops and inconsistencies over the past five months are so stupefying that one can only conclude that Microsoft was never fully committed to acquiring Yahoo!"

• Etc., we'll still sell if the price is right, etc.