This past holiday weekend my colleague Doug McIntyre gave support to a blog I wrote in May 2007 when he posted Google (GOOG): The Failure Of YouTube. In my rant I gave a detailed analysis outlining how Google had overpaid for YouTube by a fantastic amount.

In the story Doug quotes projections that 2008 revenue generated by Google might gross $200 million from YouTube. That's revenue, not profit. A 20% profit would be $40 million if that was possible. In the article I wrote: How can I say Google overpaid for YouTube? I stated the case in plain English why the YouTube investment would have to earn $300 million (net, not gross) minimum, in its first year not to be dillutive.

They missed the target by a mile. They will continue to miss the target and I do not expect it to ever justify the cost. Just because Google has lots of cash slushing around does not mean they have money to waste.

News over the weekend of two Detroit pension funds suing Yahoo (NASDAQ:YHOO) for rejecting Microsoft's (NASDAQ:MSFT) $41.2 billion offer, is the first bit of sanity that has come out of this whole story.

The proposed class action, filed by veteran shareholder litigation firm Bernstein Litowitz Berger & Grossman, takes Yahoo directors to task for spurning the Feb. 1 offer and "pursuing all manner of value-destructive third-party deals."

These pension funds are the only party who have the investor interests at heart. Regarding both Yahoo and Microsoft, it's hard to understand what they are thinking. Why would Microsoft pay a 60% premium for the much troubled search engine company? I understand that Microsoft basically wants to replace its own troubled MSN with Yahoo, but why overpay? I am sure that if it invested a fraction of this amount of money to generate more MSN traffic, things would improve.

As for Yahoo, hello? You are being offered such a huge premium, and just because you despise the suitor you reject the deal without presenting it to shareholders. "Yahoo said at the time the bid substantially undervalues the company, failing to take into account its 500 million users worldwide, investments in its advertising platform and lucrative overseas holdings." Well, no offense but if your 500 million users are so lucrative why has your stock fallen by more than 45% pre-offer? Why are you cutting 7% of your workforce because you "forecast a tough 2008?"

Thank you pension funds for finally trying to actually represent your investors. At least someone cares about the investor.

Aaron Katsman is the lead Portfolio Manager and Managing Director of America Israel Investment Associates, LLC. and Senior Editor of IsraelNewsletter.com. DISCLOSURE: Writer's fund has no positions in any stock mentioned as of 2/25/08.

General Electric's (NYSE: GE) NBC Universal and News Corp's (NYSE: NWS) Fox have launched [subscription required] their video site Hulu. Fox will offer a number of its shows on the website and NBC will put up programming from its cable networks and some of its feature-length films.

All of this premium content will be wrapped into a video site, Hulu, and be offered through distribution partners including Microsoft's (NASDAQ: MSFT) MSN, Yahoo! (NASDAQ: YHOO) and MySpace. The issue of whether the content will be available on Google's (NASDAQ: GOOG) YouTube is still open for negotiation.

The new venture appears to be a perfect example of large companies managing a problem to death. It is not clear why Fox and NBC could not have cut their own content distribution deals without having to band together. It is equally unclear why anyone would go to the Hulu site if the content can be seen at larger web properties

Perhaps some of the online media executives at the two networks wanted to make sure that it appeared they were making progress on getting their programming onto the web. It might be a good way to keep a job, at least for now.

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

Ever since I was a kid, I've always rooted for the underdog. As a Philadelphia sports fan, you have to be that way or else you will go insane. That's why I've always had a soft spot for Yahoo! (NASDAQ: YHOO).

When others argued that the portal was doomed, I took the contrary position figuring that as more advertising dollars shifted online, the company would get more than its fair share. I figured that Project Panama would make Yahoo's search business at least marginally competitive with Google Inc.'s (NASDAQ: GOOG). Boy, was I wrong. The company's search business continues to suck wind as it loses audience to social networking sites such as MySpace and Facebook. BusinessWeek points out that Yahoo is trying to go back to its geeky roots. While an admirable goal, it may be too little too late.

That thumping sound you just heard was me along with countless others jumping off the Yahoo bandwagon. For the past few months, Yahoo has been sputtering along aimlessly trying to yet again reinvent itself through its 100-day review. Judging from the market's reaction, investors don't have much faith that Jerry Yang and Sue Decker are going to come up with anything groundbreaking. Shares are down $1.01. or 3.6%, to $26.85 ahead of the release of earnings after the close of trading today. They have plunged about 15% over the past six months.

About the only thing that might move the stock is an announcement that it outsourced its search business to Google or that it's considering strategic alternatives including a sale of the company. Yahoo continues to provide good content and knows how to engage users, which would make it a good fit with Microsoft Corp.'s (NASDAQ: MSFT) MSN.

Today's earnings conference call will be lively.

Shares sold short in Microsoft (NASDAQ: MSFT) fell 14.1 million shares in September to 83 million. It seems that the shorts knew enough to get out ahead of good news.

So far this year, Microsoft's stock has been flat, but over the last three days it has moved up more than 3% on news that it had released its Halo 3 video game and that it is in talks to buy part of social network Facebook.

The enthusiasm about Halo may be well-placed. In the company's last fiscal year, its devices business lost $1.9 billion on $6.1 billion in revenue. The previous year was not any better. The world's largest software company needs a catalyst to drive sales of its Xbox 360, and Halo 3 may well do that.

The Facebook deal has also drawn a great deal of attention. Rival Google (NASDAQ: GOOG) is building a large advertising platform using its own search inventory combined with impressions that it gets from its AdSense network. To expand that business, it is buying DoubleClick and has a deal to sell ads on social network leader MySpace. AOL is making moves in the same business. It owns Advertising.com, the largest ad network, and has just bought behavior targeting company Tacoda.

That leaves Microsoft sitting well behind its rivals. A deal with Facebook could help expand a network around its portal, MSN. Online services lost $732 million last year.

It may be that the company is facing up to its online and devices problems. That could be good news.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Time Warner Inc. (NYSE: TWX) is seeing a small gain today because of bullish comments in a research note from Lehman Brothers, which reinitiated coverage of the stock with an Overweight rating.

Lehman Brothers sees numerous catalysts that could raise the stock beyond its current valuation. It also addresses Time Warner's potential break-up value. Lehman thinks that the logical moves could include complete separation of Time Warner Cable (NYSE: TWC), or a tax free sale or spinoff of its publishing assets. Another option is to publicly float a minority stake in AOL, or perhaps the internet unit may merge with another leading Internet player like Yahoo! (NASDAQ: YHOO) or even Microsoft's (NASDAQ: MSFT) MSN, Lehman says.

Anyone who has read much on Time Warner in BloggingStocks, is quite familiar with analysts call to set AOL as its own public company, or have a minority interest to be traded, like the old 'tracking stock' model. TWX shares are up 14 cents, or 0.77%, to $18.14 in early afternon trading.

Nielsen/NetRatings has decided that the total amount of time that consumers spend on a website is more important than the number of page views or unique visitors that the site has.

According to The Washington Post, the new rankings favor Yahoo! (NASDAQ: YHOO), Time Warner's (NYSE: TWX) AOL, and Microsoft's (NASDAQ: MSFT) MSN to some extent because they have substantial e-mail and instant messaging traffic. AOL moves to the head of the list because it had 25 billion minutes spent on its sites in the U.S. during May. Google (NASDAQ: GOOG) is poor at 7 billion minutes.

But the new ratings system is substantially flawed if what you really care about is how much revenue a site generates. Time spent on instant messaging is not like time spent on search, which is also not like time spent on watching a video. AOL may have more time spent than Google, but the search engine's advertising model is based on targeted text ads attached to search results. It is hard to argue with the AdSense model since it generates more revenue than any competing system.

AOL's "minutes" were 3.5 times Google's minutes during May, but a metric that has nothing to do with revenue creation is not much of a metric at all.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Every time you look at your children and wish they would grow up and stop being so immature, remember that the two are not synonomous. Case in point -- eBay Inc (NASDAQ: EBAY). The market-leading auction website left Google Inc's (NASDAQ: GOOG) AdWords advertising system because it was miffed that Google planned a party the same day as eBay's annual user celebration in Boston.

Well after crying at its party, eBay came crawling back, apparently realizing that although it has other options -- Yahoo Inc (NASDAQ: YHOO), IAC/InterActiveCorp's (NASDAQ: IACI) Ask.com, and Microsoft Corporation's (NASDAQ: MSFT) MSN.com -- none are nearly as good as AdWords. EBay's inability to stay away serves as an example of Google's strength in the Internet advertising market.

Of course, this is not what eBay is claiming. EBay spokesman Hani Durzy said, "Overall the takeaway for us was that we weren't as dependent on AdWords as some out there may have thought... Other partners -- Yahoo and AOL and MSN -- really stepped up and provided a lot of value. And natural search continues to drive a lot of valuable traffic to the site."

Empty words, since the actions don't coincide.

eBay (NASDAQ: EBAY) has decided to move its advertising back to Google (NASDAQ: GOOG). But the auction site said it does not really need the search engine.

During the 10-day period that eBay pulled its ads, the company claims that its audience and auction results did just fine. According to eBay management, it got help from Microsoft (NASDAQ: MSFT)'s MSN, AOL, and Yahoo! (NASDAQ: YHOO) to keep leads coming to its websites.

eBay pulled its ads from Google when the search engine tried to throw a party for its CheckOut business during a gathering of clients that use eBay's PayPal. eBay saw the move as a way for Google to take customers in broad daylight.

The whole incident creates a mystery that may remain in place for some time. If eBay does not need Google, why go back? The firm says that its ad commitment going forward will be more modest than in the past, but if MSN, AOL, and Yahoo! deliver such good results and do not compete in the online payment business, why not stay away from Google for good?

There could be two answers. The first is that eBay is being disingenuous about the effectiveness of Google's AdWord program and can't do without it. The other is that eBay may be getting ready to announce a large deal with the three other portals, perhaps one that would involve them using PayPal. In essence, they would be creating an alliance to compete with the largest search engine.

Maybe.

Douglas A. McIntyre is a partner at 24/7 Wall St.

There has been a great deal of talk about how the mainstream media companies can compete with Google Inc.'s (NASDAQ: GOOG) YouTube. It is so much larger than any other video site that avoiding it as an online distribution mechanism may mean missing a large portion of internet multimedia users. But, companies like Viacom (NYSE: VIA) are not happy with users stealing their content and posting it on the huge video-sharing site. Nor are they able, apparently, to come to terms with Google for placing content there at a commercially reasonable rate.

A look at the new comScore figures on the top online video properties shows Google video sites, which includes YouTube, with a huge lead. These web properties originated almost 1.2 billion streams in May. Yahoo! Inc. (NASDAQ: YHOO) was second with 434 million streams initiated. Fox Interactive and Viacom Digital were in third and fourth place.

The road that most major media companies have taken is to syndicate their video properties to all of the large portals, sending content to Yahoo!, MSN, and AOL. But that may be a mistake. Merging their own video properties into one large platform could create a site with more video streams than YouTube, and the media companies could control the price, placing, and visibility of their own assets.

Negotiating the terms for creating one large site with the video assets of major media firms would be extremely difficult because the companies compete with one another. But stranger things have happened -- and indeed will have to happen if old media is to compete.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Comcast Corp. (NASDAQ:CMCSA) is unhappy with the search advertising deal it has with Google Inc. (NASDAQ:GOOG) for its broadband portal and is chatting up Microsoft Corp.'s (NASDAQ:MSFT) MSN service, according to the Wall Street Journal (subscription required).

The no. 1 cable company is unhappy with the terms of its current deal with Google and wants a larger share of the advertising revenue, the paper said, adding that Comcast.net is one of the biggest sources of Google search queries from outside the company.

There's isn't anything unusual about the Comcast-Google situation. I'm sure Google is involved in lots of contract negotiations like it. What's weird is that the Comcast dispute got publicized. Why Comcast trying to send Google a message via the Journal?

Though this deal isn't significant for the bottom line of any of these huge companies, it's worth monitoring. My colleague Tom Taulli correctly points out that Google is starting to show vulnerabilities and that search has the potential to become a commodity.

Google doesn't want to give up traffic to any competitor, especially MSN. Microsoft is probably the only company that can break the zen-like calm of Google's management.

The Philadelphia-based company wants to boost its Web presence, which includes sites like Eonline.com, as competition for television and broadband internet services heats up. Microsoft wants to establish credibility in search to rebut critics who claim the company is pouring billions into a foolish quest to catch up to Google.

So there's lots of pride and ego at stake here. It will be interesting to see how things work out.

'Tis the season. While AT&T Inc.(NYSE:T) got its massive merger with BellSouth cleared by the FCC, it had to promise "net neutrality" for a time. In other words, it cannot charge websites that are bandwidth hogs because of their large numbers of users and the nature of their content more than some plain vanilla website in Akron.

The net neutrality provision is good for two years. What happens then is anyone guess.

But what might have happened? AT&T may well have tried to get tens of millions of dollars from big websites with rich content. High on the list would be Microsoft's (NASDAQ:MSFT) MSN, Time Warner's NYSE:TWX) AOL, Yahoo! Inc.'s(NASDAQ:YHOO) and Google Inc. (NASDAQ:GOOG). News Corp's (NYSE:NWS) MySpace would also have potentially faced tolls for its use of AT&T Internet pipes as a conduit to consumers.

With its operating profit running about $200 million a quarter, the decision by AT&T to pass on charging big websites for traffic could actually save Yahoo! some real cake. With current Wall Street estimates of $.13 for the next quarter and the same for Q1 07, could the waiver of charging fees be worth a penny a quarter? Maybe.

If so, Yahoo! got a gift. And, if it helps the market's perceptions of its future cost base, that might be worth a little on the old stock price.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Someone on Wall St. must have thought the Zune would not sell well. Or that Vista could be delayed again. Short interest in Microsoft rose a breathtaking 43% to 144.3 million shares. That is on top of a 30% increase in October. The trading days needed to cover the position based on the stock's average volume is now 2.5. That is substantial position for a stock with Microsoft's market cap and volume.

Microsoft's stock recently hit $30. It has not been that high since late 2004. With Vista around the corner, there is an impression that Microsoft's core desktop franchise will help. Although early sales of the company's multimedia Zune player have been slow, Microsoft has said that it is in the business to stay and is willing to invest hundreds of millions of dollars on the product.

And Microsoft's statements about its Zune commitment seem true. It chased Sony's Playstation for years, and now there are rumors that the company's Xbox game console is outselling its Sony counterpart.

Investors are still left with enough worries. A run-up of 40% over the last year may be too much for a company with a market cap of over $290 billion. While it is likely that Vista will generate tremendous cash flow and that the Xbox is a formidable competitor in the gaming business, the future of Microsoft's online Live software initiative, MSN, and Xune costs are still in doubt.

And, those worries may be enough to cap the stock's rise and bring in the shorts.

Douglas McIntyre is a partner at 24/7 Wall St.

New global audience statistics from comScore shows that Microsoft Crop. (NASDAQ:MSFT) still has an edge in total unique visitors to its web sites each month based on September 2006 figures. But that may not last long.

Worldwide, the Web had 726.7 million visitors in the age group over 15. Microsoft sites had 505.5 million unique visitors, followed by Yahoo!, Inc. (NASDAQ:YHOO) Sites at 480.6 million and Google, Inc (NASDAQ:GOOG) Sites at 457.5 million. But, new Google acquisition YouTube had 81 million visitors, a jump of 12% from the previous month. Google may be in the lead when October worldwide numbers hit.

It is somewhat stunning how far other major companies lag. The Time Warner, Inc. (NYSE:TWX) Network had 217.8 million visitors in September, less than half of what the leaders boast. New Corp.'s (NYSE:NWS,NWS.A) Fox, which includes MySpace, sits at 117.8 million visitors.

The new numbers do point out one important thing, especially for Microsoft and Yahoo!. While Google dominates many things on the internet, it does not dominate everything.

If MSN and Yahoo! could build features that allow them to be more competitive than Google, or if they could do an M&A transaction to get a set of properties like Barry Diller's IAC/Interactive Corp.'s (NASDAQ:IACI) Ask.com Network, they could stay in the race. Ask had 112.8 million unique visitors worldwide in September.

Douglas McIntyre is a partner at 24/7 Wall St.

comScore Media Metrix recently released its September analysis of U.S. consumer activity at top online properties and categories. What sites do American consumers like? Not surprisingly, Americans like television, sports, and news Web sites.

Actually, Americans like first and foremost gambling. Online Gambling was the top gaining category in September, with a 17% gain vs. August. However, since that will change in October as the Congress legislation outlawing online gambling comes into effect -- alas, the house doesn't always win -- let's focus on the other categories and pay special attention to the very exciting company of late... Yahoo!

As I mentioned above, Americans like sports and while the category itself grew 7% over August, Yahoo! Sports posted a significant 27% growth, catching up to number 1 site, ESPN, quickly. Fox Sports on MSN also grew impressively by 25%, going from 4th place in August to 3rd place in September. What's really interesting, is that MLB.com lost market share in September, a decline of 16%, despite playoff season approaching.