Once again investors get left holding the bag.

Microsoft (NASDAQ: MSFT) shareholders should breathe a sigh of relief for not overpaying for an internet search company, Yahoo (NASDAQ: YHOO) where CEO Jerry Yang let his ego get in the way of handsome profits. Yang rejected the $47.5 billion offer that Microsoft put on the table. Why? Because he thought the company is worth more than $50 billion. As reported by the AP: "Clearly there's frustration," said Darren Chervitz, co-manager of the Jacob Internet Fund, which owns Yahoo stock. "I am not even sure if Yahoo cares about its shareholders because they didn't show much regard for shareholders' best interests in this process."

Yang actually thinks that a more sophisticated advertising platform is the secret sauce needed to produce a spike in revenue growth. Keep in mind that revenue grew by only 12% last year, and there is no indication that that number is going to be much higher in '08. Yang thinks that he will be able to grow revenue's by 25 percent in 2009 and 2010. Uh Huh!

I think that today's selloff in Yahoo stock will be an indication of what the public thinks of Yang's plan.

Could it be that in the long run he will be proved correct? I doubt it but only time will tell.

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 position in any stock mentioned, as of 5/5/08.

Financial eras, like social periods, are often defined by moments or epiphanies when decision makers and/or citizens realized that a serious flaw/mistake/problem was occurring through time, and across space, and needed to be corrected.

The ever-incisive FT columnist and economist Martin Wolf describes one contemporary concern that's likely to be addressed: the failure to align the interests of managers with those of investors.

My BloggingStocks colleagues Peter Cohan and Zac Bissonnette have also written on the subject on several occasions in this space, and now the FT's Wolf has assembled additional data that may very well lead to public policy changes, both in Wolf's United Kingdom and in the United States.

In an editorial titled Union Proxies (subscription required), the Wall Street Journal argues that the SEC's decision to allow companies to bar third-party candidates for the board of directors from the ballot was actually the right move.

I argued just the opposite here and here, but the Journal does bring up a point that's worth responding to:

"Access" sounds good in theory. But in practice, what really matters is whether such proxy slates serve the interests of all shareholders, or merely a few. In the case of proxy challenges, the main agitators are unions and their political allies who run public pension funds. These groups have their own political agendas that they want companies to pursue, and those agendas may or may not serve the larger interest of increasing shareholder value. In the worst case, such agitation could empower special-interests on boards that reduce a company's value.

Here's the flaw in the Journal's reasoning: If the union-backed pension funds are supporting ideas that are wildly out of touch with the interests of other shareholders, then those shareholders have a right to vote against them, and presumably they would.

And if the majority of a company's shareholders vote for the candidate, then they should gain a seat on the board. This is basically about voting rights: shareholders in public companies should have a right to put the people they want on the board of directors. Denying proxy access because many candidates would have special interests is like arguing that union members shouldn't be allowed to vote or run in political elections because they have ulterior motives. Maybe they do, but that's up to the voters to decide!

We've seen enough examples of supine boards of directors and managers who stayed in their roles as Chief Value Destroyer for far too long because of these boards. Proxy access would have been a great way to make directors more accountable to shareholders, and it's a really sad day for corporate governance when the SEC gets in the way of that.

Last week, I wrote about the SEC's horrible new rule making it easier for companies to keep outside candidates for director off the ballot.

But after Gary Weiss chastised SEC Chairman Chris Cox and the media for not paying attention, I had to return to the topic. Weiss's comments are right on:

... the media has been comparatively silent over the SEC's capitulation to corporate lobbyists, such as the Business Roundtable and U.S. Chamber of Commerce ... Chris Cox, very much a "politician" as Gretchen points out, is blowing with the wind -- which is an utter indifference to investor rights in the Bush administration.

Cisco Systems (NASDAQ: CSCO) reported its fourth quarter earnings today after the market close. The company showed earnings during the quarter of 35 cents per share, and the actual earnings for the quarter came out to 36 cents a share excluding special items.

The company will host its quarterly conference 4:30 PM EDT, and we will be covering the entire call, so be sure to refresh your page frequently to make sure you catch all the updated action.

4:25 pm - We have about 5 more minutes before the call gets started. The stock is trading down 0.3% in after hours trading at this time. Stay tuned, we should be under way shortly.

4:29 pm - Just about to get started here... they are playing some easy listening Fleetwood Mac music for us here while we wait for the call to get started.

4:31 pm - getting started now, currently just going over the SEC rules for the call and earnings release

4:34 pm - call is going to be slightly longer today because we are going to look at 3 areas.... Q4 2007, Full year 2007, and next major shift we can expect to see for Cisco

4:36 pm - CEO John Chambers now taking over for his opening remarks. This was the strongest quarter they have seen in many years. Another record from a revenue GAAP and non GAAP income.

Yahoo Inc (NASDAQ: YHOO) shareholders sent a symbolic message yesterday about the heft of Chief Executive Terry Semel's $71.7 million paycheck, which was more than double that of any other Silicon Valley CEO last year, according to the San Jose Mercury News.

Three top advisory firms have been urging institutional shareholders to vote against three members of Yahoo's compensation committee, one-third of the investors voted against the slate of directors at the annual meeting, up significantly from 2005, when nearly one-fifth of the investors withheld their votes for directors after a similar campaign.

About one-third of investors also backed a union pension fund's proposal to tie pay more closely to performance.

Reacting in part to shareholder discontent, Yahoo's board approved a controversial package in May 2006 that slashed Semel's salary from $600,000 to $1 but awarded him 6 million options to carry him through a three-year period. Those options were valued at more than $71 million.

Semel has cashed in a total of $446 million in gains since taking charge in 2001. During this time, Google Inc (NASDAQ: GOOG) has come to dominate many aspects of Internet searching and advertising.

Meanwhile, investors continue to look for any signs of success from Project Panama.

Anyone who was following the market a year ago remembers Home Depot Inc. (NYSE: HD)'s 2006 annual meeting, which was botched about as badly as anyone has ever botched anything. It was described as appalling, arrogant, and a bunch of other words that we can't type on a family site like BloggingStocks.

Now that former CEO Robert Nardelli has gone (with his $210 million severance package), new CEO Frank Blake is hoping to do better on the investor relations front. He will personally take questions from investors at the meeting, and won't even use a timer to keep people from rambling!

So far, Blake has come across as the anti-Nardelli: Humble, ready to admit mistakes, and even a bit Buffett-like with his folksy analysis of operations.

While it's all well and good that the company's management has a nicer public image, there is still a lot of work to be done on the operations front. The most recent quarter was a disappointment (as Blake put it, "While we expected a tough quarter, this was worse than we anticipated"), and the company will need to execute a turnaround.

But the nicer public relations campaign should buy Home Depot time with investors. It wasn't so long ago that Jim Cramer was jokingly referring to Home Depot as "Home Despot" -- those days are now behind it. But can the company deliver results?

In an interesting case of what could be a conflict of interest, the New York Times reported on Friday that Institutional Shareholder Services was recommending that New York Times Co. (NYSE: NYT) shareholders "withhold their support for board members to pressure the company over dissatisfaction with its performance and ownership structure." At last year's meetings, an investor group that included Morgan Stanley withheld 30% of the company's shares from support of the directors.

However, the company is controlled by the Ochs-Sulzberger family, which holds 89% of the Class-B shares, enough to give them complete control over 9 of the 13 board members. So voting against the company's board is a symbolic gesture rather than a practical example of activist investing likely to cause changes.

While the company's shares have performed poorly for a long time, this may be more a reflection of the changing face of the news industry, rather than the competence of management.

For more information about corporate governance and using Institutional Shareholder Services' information to make informed decisions during proxy season, read my piece How to make the most of proxy season.

According to a study written up in the New York Times (subscription required) this week, it isn't lousy management's frequent trading that's responsible for the poor performance of mutual funds. Nope, it's the investors who redeem their shares and force the funds to sell even if they don't want to. The study found that "liquidity-motivated" trades perform poorly compared to trades based on fundamentals.

Mark Hulbert, the author of the piece, suggests that investing in closed-end funds may be a way to avoid this problem, because they generally don't face redemption. In an exchange-traded fund, an investor who wants to sell shares just sells them to another investor. It's just like how selling shares of McDonald's Corp. (NYSE:MCD) would have no impact on the operations of the company.

And yet there's still a problem: Regardless of what any study says, mutual funds simply cannot, on average, outperform passively managed indexes. It's a zero-sum game. Before expenses, the average fund's performance can only be average. After expenses, the average fund is considerably below average. The fact that ETFs are almost always passively managed (rebalanced/adjusted once a year generally) is a large contributor to their outperformance. The fact that they are immune to redemptions by panic-stricken shareholders at precisely the wrong time adds to their value.

The more I study it, the more obvious I think it becomes: ETFs are probably better than traditional mutual funds for most investors.