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.

In addition to Wendy's (NYSE: WEN) management's recent hiring of JP Morgan (NYSE: JPM) and Lehman Brothers (NYSE: LEH) to help review strategic options for the company, the fast-food restaurant has decided to throw its hat into the breakfast ring by signing an exclusive deal with Proctor & Gamble (NYSE: PG). The deal allows Wendy's to be the only major fast-food restaurant chain to offer a proprietary blend of Folgers Gourmet Selections coffee and will become part of Wendy's new breakfast menu.

What's that you say, "Breakfast menu?"

Yes folks, Wendy's just isn't for lunch or dinner anymore (or dessert – mmmm Frosty's). You can now eat Wendy's for every meal of the day. By the end 2007, Wendy's expects to have 20-30% of its North American restaurants serve breakfast along with premium Folgers coffee.

Wendy's is definitely throwing its hat into a very crowded ring. The fast-food breakfast market is growing at almost three times the rate of the overall market, with Burger King (NYSE: BKC), McDonald's (NYSE: MCD), Arby's, a unit of Triarc Co. (NYSE: TRY), Carl's Jr and Hardee's, both owned by CKE Restaurants (NYSE: CKR) and even Starbucks (NASDAQ: SBUX) offering similar on-the-go breakfasts to consumers. Papa John's (NASDAQ: PZZA), Dunkin Donuts and Chick-fil-A are planning new breakfast products as well. What's going to be so different to make me go to Wendy's?

When looking at the coffee aspect, one has to recall last year's Canadian Business magazine taste test between McDonald's "Café Roast" and Starbucks coffees. I'm sure all the companies I mentioned above serve some brand of coffee. Wendy's is really walking into a competitively caffeinated situation. We also can't forget about Seattle 's "Sexpresso" baristas, but that's competition on a different level.

Where do you go to get your morning cup o' joe? And would the chance to have Folgers Gourmet change your mind?