According to New York Times:
Unless Yahoo quickly reverses course and enters into talks, Microsoft would then seek to nominate a slate of directors to Yahoo’s board by March 13, the final deadline for nominations, and pursue a lengthy campaign to oust the board.
The move, expected to cost about $20 million to $30 million, was Microsoft’s alternative to raising its $44.6 billion bid and is seen as a less expensive way to put pressure on Yahoo’s board. Yahoo rejected Microsoft’s original offer as undervalued.
What started as a great idea to fight Google's monopoly is getting uglier. Naturally Microsoft would prefer a friendly deal, especially given the possibility of Yahoo employees leaving en masse if a bitter takeover fight erupts.
This is getting less and less a technological issue, and more of a financial one. Mental note to self: stop blogging about it...