Yahoo Appoints Icahn to Board, but TWX Non-Compete Clause Keeps Jon Miller Off

Includes: AABA, TWX
by: The Deal Economy

Yahoo! Inc.'s (YHOO) shareholder meeting Friday put Jonathan Miller back in the spotlight. The former AOL turnaround CEO turned full-time investor had been considered a shoe-in for the search engine's new board. His candidacy for board membership was negotiated during the compromise struck by Yahoo! CEO Jerry Yang and activist investor Carl Icahn and reportedly had the approval of both. But apparently a non-compete clause in his contract with Time Warner Inc. (NYSE:TWX) prevents him from taking a seat on the board of Yahoo! and other Time Warner competitors.

As CEO of AOL LLC from 2002 to 2006, Miller is credited with driving the transformation of AOL from an online service provider to an advertising-driven business and with overseeing a pivotal agreement with Google Inc. (NASDAQ:GOOG), in which the search giant paid $1 billion for a 5% stake in AOL. He was pushed out of AOL in November 2006, replaced by Randy Falco, former president of NBC Universal Television Group.

Jason Calacanis, the co-founder of Weblogs Inc., which was acquired by AOL, confirms he quit his job at AOL in protest over Miller's ousting. Today, Calacanis is CEO of, and AOL appears to be in cost-cutting mode while Time Warner reportedly seeks a buyer for it, with Microsoft Corp. being a likely bidder in the wake of its attempt to get Yahoo! And Miller is the co-founder of Velocity Interactive Group.

For more on Miller, 51, see Friday's Los Angeles Times, which carries a colorful profile of him, accompanied by a photo of him doing the splits. Among other tidbits, you'll learn that Miller is a devotee of tai chi, and the picture was taken by none other than fellow tai chi practitioner and avant garde rocker Lou Reed.

It seems a shame Miller's hands are tied when it comes to Yahoo!. Among others, his old pal Calacanis says Miller is just what Yahoo! needs.

At a board meeting immediately following the the annual meeting, the board appointed Icahn to fill the seat vacated by Robert Kotick, whose resignation is immediate. It remains to be seen who will occupy the two new seats in the expanded board, expected to be filled by August 15.