What a fabulous defense. The Yahoo! (NASDAQ:YHOO) board has written Carl Icahn about his plan to run his own slate of directors in a proxy war. The portal's governing body reasons that because Icahn was not in any of its meetings and did not attend negotiations with Microsoft (NASDAQ:MSFT) that the billionaire can't understand why Yahoo! is worth more than $33 a share.

In a letter run in The Wall Street Journal, Yahoo! writes that the company's board "remains the best and most qualified group to maximize value for all Yahoo! stockholders."

The reasoning by the board is flawed to the bone. Whether Icahn or any other shareholder attended meetings is beside the question. Yahoo!'s value in the market before the Microsoft bid was $19. Wall Street placed that value on the company because it had repeatedly put out disappointing results. The bad numbers cost former CEO Terry Semel his job. Yahoo! has less than 25% of the US search market, and that number is falling. To argue that the board understands why the company is worth $37 a share is both arrogant and has no basis in fact.

The other part of the Yahoo! reasoning is based on the idea that management's projections for the next three years create a value for the company well beyond its current share price. This does not take into account that no one believes that Yahoo! can hit the numbers. The Paulson hedge fund, one of the largest shareholders in the portal company, has already said it will back the Icahn bid. So have other owners of the company's stock.

Yahoo!'s board cannot simply dismiss arguments about the value of the company because it has talked in private and come up with higher numbers. "If wishes were horses, all the beggars would ride."

Douglas A. McIntyre is an editor at 247wallst.com.