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Yahoos Mayer Can Still Be a CEO Hero No longer expected to produce miracles, she can win for shareholders by beating the IRS.
By Holman W. Jenkins, Jr. Dec. 25, 2015 12:47 p.m. ET
News is that which happens today; a great deal of news reporting, however, actually consists of describing and analyzing what happened over time, into which the hindsight fallacy creeps.
Hedge-fund manager Dan Loeb recruited Googles Marissa Mayer to Yahoo YHOO -0.99 % three years ago, then departed with his trading profits before the outcome of his intervention could be known. Those telling the story today say he engineered a meretricious blip in the stock price, suckering other investors to buy shares, then bailed. But Mr. Loeb couldnt know the future any better than other investors could. Ms. Mayer is now regarded as a failure because she didnt levitate the stock, leading to an outpouring of news stories detailing her missed appointments, interest in haute couture and habit of speaking in riddles. Her real failing, though, was not getting lucky on any of her acquisitions, aimed at boosting Yahoos eyeball traffic and revenues. This is how big tech companies reinvent themselves, if they do. Google bought YouTube. Facebook FB 0.37 % bought Instagram. But these successes were the rare exceptions. Google, Facebook, Microsoft, MSFT -0.27 % Hewlett-Packard HPQ -0.17 % and others have bought plenty of add-on companies that promptly disappeared. In any case, none of Ms. Mayers acquisitions, including the blogging site Tumblr, have turned out to be inordinate winners. The hindsight fallacy, though, is equally present in claims now heard that nobody could have turned around Yahoo. Ms. Mayer might have bought Netflix. NFLX -0.70 % If she had, failing to show up for appointments today would be the lore of genius. What has gone wrong, of course, was investors hope that Ms. Mayer might commit a Steve Jobs-like miracle at Yahoo, which was never exactly impossible but always highly improbable. Anyway, having failed to commit the miracle, Ms. Mayer now turns belatedly to the task of protecting Yahoos cash flows. This means cutting costs, shrinking payroll and implementing ruthlessness about which of Yahoos Web properties are worth continuing to invest in. This is the most taxing, grinding job that falls to CEOs. Never has it been a path to media lionization. It will be a more interesting (and realistic) test of Ms. Mayers CEO mettle, assuming she can hang on to her job. Her most pressing agenda item, in this regard, is protecting Yahoos 15% stake in Chinas Alibaba from the U.S. taxman. Which brings us to another kind of fallacy, the reification fallacy. Yahoos share price is given by the stock market. It is a purely speculative exercise to say, as many analysts and pundits delight in doing, that Yahoos core business is worth less than nothing once they subtract the full market value of its passive stakes in Alibaba and Yahoo Japan. 4689 -0.41 % Change the assumptions and change the result. Yahoos passive stakes are tied up in Yahoo so are not readily liquid. Beneficiaries of its Alibaba stake, worth $31 billion, risk a $10 billion tax hit if the IRS rules unfavorably. Accessing the value of Yahoos passive holdings necessarily means working through Yahoos governance and legal processes. Properly discount Yahoos holdings for these impairments, and the rest of Yahoo is not worth nothing after all (which, of course, never made sense, since the business generates nearly $1 billion in profits annually). But the canard also points to a larger truth: The most realistic avenue for Ms. Mayer to create wealth for shareholders has always been to untangle these holdings. Which brings us to the latest chapter. Yahoo has now abandoned hope of a tax-free spinoff of Alibaba because the IRS has refused to guarantee tax-free treatment on the capital gains in advance. Instead, the company plans to spin off its existing operating businesses and the current Yahoo will become a holding company for its 15% of Alibaba. Its lawyers theorize that this transaction wont be taxable to the company or its shareholders as long as Yahoo throws in one of its more dispensable operating units. No, this is not the kind of Silicon Valley heroics Ms. Mayer came to Yahoo to perform. Its not sexy, change-the-world stuff. Butassuming she is able to withstand fund managers clamoring for her headif Ms. Mayer can solve the Alibaba puzzle to the benefit of shareholders, she will have earned a certain legacy as a CEO that will be worth respecting.
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