In a column that's supposed to pass for supportive of shareholder activists, breakingviews opines (subscription required) that "Despite their nature to overreach, many of these voices deserve to be heard by investors."

The piece doesn't really expand on their tendency to overreach, other than saying that Carl Icahn's push to remove YAHOO!, Inc. (NASDAQ: YHOO)'s entire board of directors "seems excessive", even though that board badly mishandled a takeover offer from Microsoft Corporation (NASDAQ: MSFT), resulting in a crumbling share price.

Is Icahn overzealous? Perhaps, but that's a matter of opinion. What isn't a matter of opinion is this: corporate executives and directors can have many motives. Good corporate governance aligns their interests with those of shareholders, but issues of job security, empire buildings, relationships, and emotional ties can often reign supreme over a commitment to shareholder value, especially when an executive owns a small chunk of stock and receive a large cash compensation package.

As Paul Foster wrote yesterday, The Wall Street Journal [subscription] is reporting that corporate raider Carl Icahn will seek to replace Yahoo! Inc. (NASDAQ: YHOO) co-founder and CEO Jerry Yang at the company's next shareholders meeting in early August. Although Icahn is generally outspoken and sometimes makes brash statements, he's right on this one. Here's why.

Yang created a 100-day plan in 2007 when he replaced outgoing CEO Terry Semel. It involved finding out why Yahoo! was not as successful as it should be, re-aligning priorities for profit goals and heralding that there were no "sacred cows" when it comes to Yahoo! finding its mojo again. The company -- a year later -- is floundering and has not made any progress in finding profitability growth in the face of Google, Inc. (NASDAQ: GOOG). It's unfortunate that Yahoo! is constantly compared to Google, which reigns supreme in internet search, but that is the sandbox Yahoo! is playing in.

So, if Icahn's bid to control Yahoo!'s board is successful, his first order of business would be to oust Yang, the person responsible for Yahoo!'s unsuccess in the last year and the person who torpedoed Microsoft Corp.'s (NASDAQ: MSFT) bid take over the company earlier this year. Microsoft gave up in May as Yahoo! wanted a $37 per share buyout, which would have valued Yahoo! at over $47 billion.

Google (NASDAQ: GOOG) is hardly likely to benefit from a Microsoft (NASDAQ: MSFT) buyout of Yahoo! (NASDAQ: YHOO). Having a larger competitor with a bigger piece of the search market hardly does it any good. The "merger" of the two companies also creates that largest display ad company in the world.

But, display advertising is not a fast-growing business. Google's search operation is, and it will continue to have , more than 60% of the market in the US.

Perhaps because its share price is down so much, Google has begun kicking about the proposed marriage. According to Reuters, Google CEO Eric Schmidt said, "We would hope that anything they did would be consistent with the openness of the Internet, but I doubt it would be." The search company is probably trying to hint that Microsoft would "use" the new company to promote its software agenda to the detriment of consumers who simply want to use the internet for information and entertainment.

It may be a reasonable argument to get regulators to look hard at the potential deal, but Microsoft is not that stupid. It is very likely to understand that pushing its products to users and hurting access to the normal experience of getting everything from sports scores to news about Madonna won't fly.

Google can hardly talk. It pushes its Google Apps software, its e-mail and mapping products to people who come to the site to use its search features. None of the big internet sites is "pure". They do have to make money.

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