Carl Icahn, the famous activist investor, resigned from the Yahoo! (NASDAQ: YHOO) board of directors Friday.

This comes just over a year after he scored the position, following the seemingly endless talks the company had with Microsoft (NASDAQ: MSFT) over the possibility of a takeover. Icahn told Yahoo that he was resigning effective immediately because Yahoo! didn't need an activist investor on the board at this time.

Since the stock market is down so much I have been buying something in the fourth quarter almost every week. I have been patient and have been expanding my watch list. The difficulty for me is that I feel like almost everything is on sale -- but is everything a bargain?

Maybe not; maybe I'm delusional. Perhaps that is because I am tuned into another time and place when I would have been dancing in the streets if I were able to acquire Anglo American ADR (NASDAQ: AAUK) or General Electric (NYSE: GE) for pennies on the dollar. Maybe that is all these stocks are worth? That is what Wall Street currently thinks. That is what Main Street currently thinks. There is a lot more bad news than good.

Then why is Warren Buffett buying, and Carl Icahn and Ken Heebner? After all, I'm just following in their shadows.

The reason is that most investors are simply focused on all the bad news. That is what has most folks' attention and that is making the market -- bankruptcies, billions of dollars in losses, government out of control, Wall Street out of control and more. There is also serious fear things will get worse. If you lost money in the stock market (all of us), or lost your job or your house or any combination of the above, then things look bleak and for now they are. However, we should not be investing for now; we should be investing for the future.

Consider the following elements that support a recovery in the next year. I do not mean a boom, just a recovery -- just a more positive investing environment.

1) By spring it is estimated the government will have poured $2 trillion dollars into an economy of $13 trillion over a 12-month period. Not only is this a market stimulus, but it may prove to be highly inflationary, and if so equities are a better place to be then cash.

You think you got problems just because your 401(k) has been reduced to a coupon for 50 cents off a box of Tic-Tacs? Some people out there are really suffering. With shares of Icahn Enterprises (NYSE: IEP) down about 75% this year, Carl Icahn is selling his 177-foot yacht, Starfire, for $37.5 million.

Icahn has made a fortune on ImClone, but has had a long string of losses of late: WCI Communities, Yahoo (NASDAQ: YHOO), Blockbuster (NYSE: BBI) and Motorola (NYSE: MOT), among others.

According to the Post, "The ship, which requires a staff of 12 to run, comes with a helicopter pad, jacuzzi, gym, personal chef, and high-speed wireless Internet access so Icahn can keep up with his deals while still living the good life. The floating palace probably costs between $2.5 million and $3.0 million a year to operate."

The broker handling the sale of the yacht told The New York Post that Icahn is selling because he's hoping to buy a bigger yacht, it's hard to know whether to believe that: if Carl Icahn's broker told the media that he was having financial issues, he probably wouldn't be Icahn's broker for long. This would seem like a strange time to upgrade given that Icahn's net worth has suffered, and he seems to be spending most his time on the warpath for corporate governance reform.

With its share price having spent the first part of the millennium in the doldrums, Microsoft (NASDAQ: MSFT) is putting its $23 billion cash pile to work -- and it's not being used for anything as exciting as an acquisition of Yahoo (NASDAQ: YHOO).

In a press release, the company announced that it had increased its quarterly dividend by 18% to 13 cents a share, and perhaps more interestingly, the board of directors authorized the company to repurchase $40 billion worth of stock.

Shares of Microsoft were up about 5% on the news in pre-market trade, but investors shouldn't read too much into it. A dividend hike of 8 cents per year is not exactly a reason to buy a stock, and as with any buyback announcement, this is an authorization, not a commitment. Microsoft might buy back $40 billion worth of stock and it might not buy back anywhere near that much.

Speaking on CNBC last week, Carl Icahn, who is now on the board of directors at Yahoo, reiterated his commitment to pushing the two companies into a deal of some kind. If it ends with an acquisition, Microsoft's buyback could be off the table.

Coming soon to a Sunnyvale, CA restaurant: the most awkward dinner table conversation since the Last Supper. Yahoo (NASDAQ: YHOO) will be holding its first board of directors dinner and meeting since activist piranha (in a good way) Carl Icahn joined the board of directors. He'll be joined by CEO Jerry Yang, the man Icahn said must go back in June.

According (subscription required) to The Wall Street Journal, one likely topic of conversation will be the potential for regulatory objections to the company's search-advertising deal with Google (NASDAQ: GOOG).

Icahn will probably be more interested in talking about strategic moves that could boost the stock price, including a possible deal with Time Warner (NYSE: TWX) or, perhaps, the possibility of reviving talks with Microsoft (NASDAQ: MSFT), the proposed deal that first attracted Icahn to Yahoo.

ImClone Systems Inc. (NASDAQ: IMCL) had good results today, with shares closing up 6.7% at $67.94. The biotechnology company rejected Bristol-Myers Squibb (NYSE: BMY)'s offer to buy the remaining 83% of the company at $60 a share, saying it is considering a buyout offer worth $70 per share from an unidentified large pharmaceutical company. It seems that chairman Icahn has been busy.

To be sure, I was one of the skeptics when the billionaire investor last rejected BMY's offer, as was my colleague Doug McIntyre. But if this new offer is for real, then I must admit I underestimated him. Apparently, he "has been in talks with the chief executive of the pharmaceutical company that made the new offer, which would be worth about $6.1 billion." ImClone said it has not decided if the offer is adequate -- talk about playing hard ball all the way.

Bristol-Myers is ImClone's partner in selling its only product, the colon and head-and-neck cancer drug Erbitux. Analysts believe this would force BMY to offer $70 as well. A partnership between BMY and ImClone makes sense strategically. But I guess it all depends on who is the other pharmaceutical company BMY is competing with. Many pharma companies are losing sales to generic companies as their drugs go off patent, and without having much in the pipeline, but enough cash on their hands, any of them could be an interested buyer.

Some specific names mentioned by analysts include Sanofi-Aventis (NYSE: SNY), GlaxoSmithKline PLC (NYSE: GSK) and possibly AstraZeneca PLC (NYSE: AZN). Germany's Merck KGaA, which already sells Erbitux in some countries outside North America, is another likely candidate, as is Pfizer Inc. (NYSE: PFE), which has been trying to expand its portfolio of oncology drugs.

It's interesting that negotiations with the other company have been kept so tight, except for the price of course. BMY wins either way -- even if it can't get ImClone -- as it still holds 17% of BMY shares. Icahn, of course, would be a big winner too. Other options ImClone has been entertaining was spinning off the Erbitux division into a separate firm. The parent company would focus on developing drugs in its pipeline.

Yahoo (NASDAQ: YHOO) is recently down 45 cents to $22 in pre-open trading.

YHOO announced it reached an agreement with Carl Icahn to settle their proxy content. Under the terms of the settlement agreement, Carl Icahn will be appointed to YHOO's board of directors. YHOO Q2 EPS are scheduled for July 22. YHOO annual shareholder meeting is scheduled for August 1st.

YHOO August option implied volatility of 77 is above its 26-week average of 45 according to Track Data, indicating larger price movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

The New York Times reports that Friday night Microsoft Corp. (NASDAQ: MSFT) and Carl Icahn made an offer for Yahoo! (NASDAQ: YHOO). The offer was for Microsoft to buy Yahoo's search business and for Icahn to buy the rest of Yahoo!

Icahn and Microsoft gave Yahoo! 24 hours to decide. But Yahoo! took "four or five hours" to reject the offer. The Times quotes Yahoo! chairman, Roy Bostock who said: "It is ludicrous to think that our board could accept such a proposal. While this type of erratic and unpredictable behavior is consistent with what we have come to expect from Microsoft, we will not be bludgeoned into a transaction that is not in the best interests of our stockholders."

I am not sure what the terms of this latest offer were. But it seems foolish of Microsoft and Icahn to make an offer and give Yahoo! only 24 hours on a weekend to decide. I wonder whether they're simply trying to annoy Yahoo! and expect that their tactics will encourage its board to resign in frustration so Icahn won't need to spend more money trying to throw them out.

MAJOR PAPERS:

• Corporate advertisers are not flocking to YouTube despite the fact that the video sharing site attracts one billion views a day, upsetting Google Inc's (NASDAQ: GOOG) expectations for a strong revenue stream, according to the Wall Street Journal. Total ad revenue for Google this year will be about $200M from the site, where the company is counting on growth beyond its text ads from Web searches.
• A day after Microsoft Corporation (NASDAQ: MSFT) said it would be interested in reopening talks to acquire some of all of Yahoo! Inc (NASDAQ: YHOO) if Carl Icahn's proxy battle succeeds, the Wall Street Journal reported that Yahoo! CEO Jerry Yang accused Microsoft of "trying to destabilize" the company "without a real desire to complete a deal".

OTHER PAPERS:

• The Atlanta Journal Constitution reported that Comair, a subsidiary of Delta Air Lines Inc (NYSE: DAL), is set to cut 300 pilots and 220 flight attendants from its staff. The paper said the layoffs will go into effect in September when Comair cuts its flight schedule as part of Delta's capacity cuts and will affect crew members based at Cincinnati/Northern Kentucky International Airport and New York's John F. Kennedy International Airport.

WEB SITES:

• Iran successfully test-launched a long-range version of its Shahab-3 missile, according to Iranian news service Al-Alam. The missile can reach U.S. military bases in the Persian Gulf and Israel.

It seems that not a day goes by without some news regarding one of the largest deals Wall Street is following intently these days, InBev's $46 billion hostile takeover bid for Anheuser-Busch Cos Inc. (NYSE: BUD).

Not long ago, Reuters reported that Anheuser-Busch filed a suit Monday against InBev NV, calling the brewer's takeover attempt an "illegal plan and scheme" to acquire Anheuser "at a bargain price."

It isn't surprising the Budweiser maker has filed a suit. Only last week, when A-B officially rejected InBev's $46 billion offer, the latter filed a suit of its own as well as launched a proxy battle, filing a consent solicitation with regulators seeking to replace Anheuser's board. Anheuser's suit seeks an injunction to stop InBev's attempts to replace its board. Anheuser says it wants first to make sure certain alleged false and misleading statements are fixed.

From the lawsuit (pdf file) it seems that some of the misleading statements Anheuser is complaining about have to do with InBev's financing possibilities and its plans for the company once it is taken over. I don't normally read litigation documents, but the language here seems quite strong with allegations even of rumor mongering. Judge for yourself:

While calling Arthur Levitt's tenure as chairman of the Securities & Exchange Commission ineffective would be an understatement, he could, and still can, be relied upon to say the right thing. Now that the SEC finally has the quorum necessary to take action on a variety of issues, they should take Levitt's advice about proxy access changes.

Earlier this year the SEC made it impossible for shareholders to change the way directors are elected -- one of the most anti-investor events in recent history -- and it's time for that to change. Levitt writes in The Wall Street Journal that "While not a panacea, giving shareholders a bigger voice in the companies they own would go a long way in helping to restore trust."

Exactly. Some critics of strong corporate governance say that the SEC shouldn't meddle in these affairs. I basically agree: but the problem is that the SEC has meddled, making it impossible for shareholders to take control of their own companies when necessary.

The board of Anheuser-Busch Cos. (NYSE: BUD) has unanimously rejected InBev NV's $46.35 billion takeover bid, calling it "financially inadequate." So now, will we have a hostile takeover fight?

So far, we had InBev putting in the offer and Anheuser-Busch taking its sweet time to reply while trying to thwart the offer by talking to Groupo Modelo. If Anheuser can manage to buy the remaining 50% of Modelo, it would be too big for InBev to swallow. Thursday, though, Anheuser finally replied. Unanimously, no less. I wonder if somewhere around that boardroom full of directors, one at least represented the interests of BUD's second largest shareholder, Warren Buffett's Berkwhire Hathway (NYSE: BRK.A).

In response, InBev said it might ask Anheuser shareholders to unseat the whole board. InBev filed suit "seeking a judgment to confirm that shareholders acting by written consent could remove all of Anheuser's directors without cause." I'd say they might even have cause. The $65 per share offer represented a 35% premium at the time. What's so "financially inadequate" about that?

Well, as Anheuser Chairman Patrick Stokes said, the offer undervalues the Bud Light and Budweiser brands, which he calls iconic. Whatever he calls them, they are the top two selling beer brands in the world. He also said InBev undervalues BUD's growth prospects. Well, if Anheuser could restructure on its own, it should have done so by now and not wait until it was up against the wall with its shareholders. The plans it has and wants to put in place will take a while to bear fruits no doubt.

As InBev has stated, it'd rather take over BUD under friendly terms (a bit of an oxymoron there, but that's the business world). Otherwise, it could either take the tender offer directly to shareholders or get into a fight similar to that Icahn has on his hands with Yahoo! Inc. (NASDAQ: YHOO)'s board, which may not be pretty. Replacing a whole board for a new slate can, and will, get ugly. Or it can do both.

If InBev decides to play nice after all, it may have to raise its bid. Maybe they should all chill and drink a Molson (NYSE: TAP). Things will look better after a few...

MAJOR PAPERS:

• According to Yahoo! Inc (NASDAQ: YHOO), the Wall Street Journal reported that a severance plan investor Carl Icahn said is "excessively expensive" would come into play if Icahn is successful in his plan to take control of the company's board; Yahoo! maintained that the plan is structured to prevent Yahoo! from altering or dismantling it while under a proxy challenge.
• The Financial Times reported that Lehman Brothers Holdings Inc (NYSE: LEH) almost reached a strategic deal with a group of Korean financial institutions as part of its recent capital raising initiative, and the investment bank may still sign an agreement with the Korean companies this year, inside sources said.
• According to the Financial Times, Merrill Lynch & Co Inc (NYSE: MER), UBS AG (NYSE: UBS) and Citigroup Incorporated (NYSE: C), which are most exposed to MBIA Inc (NYSE: MBI) and Ambac Financial Group Inc (NYSE: ABK), are facing further write downs of up to $10B after the bond insurers lost the battle to keep their triple A credit ratings in tact.
• A source familiar with the matter told dealReporter that Barnes & Noble Inc (NYSE: BKS) is conducting due diligence, but has not established whether it will competitively bid for Borders Group Inc (NYSE: BGP). Should Barnes & Noble indicate real interest, the biding process could be delayed, the source said.

OTHER PAPERS:

• The Detroit News reported that Ford Motor Company (NYSE: F), in an effort to keep up with changing consumer demand in the U.S., is assembling a plan that will shift entire truck plants to car production.

MAJOR PAPERS:

• UBS AG (NYSE: UBS) won't comment on write-down estimates, but according to the Wall Street Journal, investors are expecting it as prices for mortgage securities have significantly gotten worse over the past several weeks as evidenced by Lehman Brothers Holdings Inc (NYSE: LEH) profit warnings.
• Yesterday Lehman's stock fell 8.7% as the firm announced a projected $2.8B second quarter loss and a $6B capital raise. Options activity indicated a lessening volatility, the Wall Street Journal reported, a sign that perhaps the worst may be over.
• According to a person familiar with the matter, the Financial Times reported that China's Qingdao Haier has approached investment banks to advise it on a bid for General Electric Company's (NYSE: GE) appliance business.

OTHER PAPERS:

• A brief filed by plaintiffs in a shareholder lawsuit against Yahoo! Inc (NASDAQ: YHOO) and its directors claimed that an employee severance plan put in place to protect workers after a merger with Microsoft Corporation (NASDAQ: MSFT) should be repealed immediately. The New York Times reported that the plaintiffs believe the plan could skew the outcome of a proxy battle between Yahoo! and Carl Icahn for control of the company.

When I first saw the reports that Microsoft (NASDAQ: MSFT) was looking into the possibility of a non-acquisition deal with Yahoo (NASDAQ: YHOO), my reaction was "What a rip-off!"

What's currently being discussed would seem to give Microsoft access to the parts of Yahoo that it wants without having to acquire the company. If Yahoo goes through with this, the company would seem to have no bargaining chip left to push for a higher price from Microsoft. As the crude saying goes, why buy the cow when you can get the milk for free.

A source close to Carl Icahn reportedly says that he sees it much the same way. Reuters quotes the source: "Microsoft is trying to get the milk without buying the cow, and if you look at Icahn's history, he has never been used that way. He does not want to see Yahoo pushed into some joint venture with Microsoft and is not going to be used to push Yahoo into it."

If Yahoo thinks some sort of joint venture will appease Icahn, it's got another think coming. But then again, Icahn is famously unpredictable. As Steve Miller wrote about him "In face-to-face meetings he gave everyone whiplash. One moment he'd bellow, 'That's the stupidest goddamn thing I ever heard heard,' and the next he'd put his arm around you."

The Yahoo/Microsoft battle was interesting. The addition of Carl Icahn to the chamber pot could make it classic.