Perspective: Going cold turkey off a handheld

By Eric J. Sinrod

This column usually seeks to bring you up to date on cutting-edge issues where the law and technology intersect. But this week I need to write about a serious addiction.

Instead of alcohol or drugs, I want to focus on the far more pervasive dependence that prevails among the white-collar crowd--on personal digital assistants.

This has been building for quite some time. When I first started practicing law in the early 1980s, typewriter memory cards were considered by many to be "the next big thing." No longer would there be a need for Wite-Out. Some of you reading this unfortunately are young enough not to know what I am talking about.

It wasn't long before some legal secretaries actually had early generation computers on their desks. This was a luxury that did not extend to the attorneys for whom they worked.

Then there came the facsimile revolution. You knew something was extremely urgent when a legal assistant was seen running run down the hall yelling, "You have a fax!"

As time marched on, attorneys began to get their own computers and--miracle of miracles--some even learned to do their own word processing. But portable communications devices still remained over the horizon. During one of my first trials, the firm's senior partner who was working with me proudly lugged around his "portable" telephone with him to court. The phone, its battery, and all of its sprawling gear literally filled an entire briefcase. Instead of dealing with such a technological "advance," I was content to use the courthouse pay phone.

You knew something was extremely urgent when a legal assistant was seen running run down the hall yelling, "You have a fax!"

Once the Internet age started to unfold, desktop computers became more interesting to attorneys. Who could dispute the ease and convenience of e-mail? Yet, the profession still remained tethered to office desks.

Then the Palm Pilot and similar devices arrived on the scene. At first, they were not connected wirelessly to anything. Still, they allowed attorneys to store and access needed information in a handy, small place. (Who can forget the "rapture" of learning the odd symbols needed to write on a Palm Pilot with its stylus?!)

In time, portable phones truly became portable and reception improved. PDAs became wireless and helped attorneys unshackle themselves from their desks by offering the ability to communicate electronically from practically any location.

Today, technologies have converged and improved to the point that a PDA as small as a pack of cards lets me send and receive e-mail, analyze and work with document attachments, or make and receive phone calls. Then there's the non-work stuff--such as accessing Web sites, making purchases, sending and receiving photographs and videos. And that's just for starters.

Is it then any wonder that with all of this magic at their disposal to find people who cannot carry on very long without reflexively turning their attention to their PDAs? That's my particular problem. It does not matter if I'm at work, at a meeting, in a shopping center, outside, on a train, plane or automobile--or even at home.

This point was made abundantly plain to me one week ago when the scroll button on my BlackBerry broke (from overuse, I am convinced), making the unit unable to function. No problem, I thought. I'll call my law firm's information services department and get a replacement the next day. I was told that an order had been made for a number of new BlackBerrys, but they were slated to arrive within a week.

No problem, I concluded. It would be easy enough to do without the device for such a short period of time. Well...I was wrong. It felt as if a limb had been detached. Even though my functioning PDA was gone, I still behaved as if it were at my fingertips. It seemed every down moment found me reaching instinctively for the phantom BlackBerry.

I could have simply slowed down and smelled the roses for a week, living life the way I used to do before having the world in my pocket. However, while it is true that it's annoying that people constantly are turning inward into their devices in their effort to look outward, I really do appreciate the freedom afforded by my BlackBerry.

Without my PDA, I once again was stuck at my desk and was missing out on other parts of my life. With the BlackBerry, I am able to go to my kids' volleyball matches and Irish stepdancing competitions. True, I do I tend to use my PDA when there are lulls, but at least having the device allows me to be out of the office to attend these events while not falling behind.

To make a long story short, just like in the 1980s there was the song "I Want My MTV," I called our IS department again and proclaimed "I Want My Blackberry." Fortunately, they accommodated me. A super version, the Curve, showed up pronto, just before I began to suffer severe PDA withdrawal complications.

Biography
Eric J. Sinrod is a partner in the San Francisco office of Duane Morris. His focus includes information technology and intellectual-property disputes. To receive his weekly columns, send an e-mail to ejsinrod@duanemorris.com with "Subscribe" in the subject line. This column is prepared and published for informational purposes only, and it should not be construed as legal advice. The views expressed in this column are those of the author and do not necessarily reflect the views of the author's law firm or its individual partners.

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Microsoft waiting for formal rejection from Yahoo

By Dawn Kawamoto
Staff Writer, CNET News
If Microsoft is serious about its bid for Yahoo, why haven't we heard more from the software giant?

Having been informally rejected by Yahoo, the software maker is awaiting a formal rejection before going ahead with its next move, likely appointing its own slate of directors, a move that it has until March 14 to make.

While Microsoft could just raise its bid, one source says the company doesn't see a benefit in bidding against itself until Yahoo shows its willingness to come to the bargaining table. According to The New York Times' DealBook, Microsoft is ready to approve going forward with a proxy battle.

Such a formality may seem surprising, given Yahoo has publicly stated that Microsoft's unsolicited buyout bid first valued at $44.6 billion, or $31 a share, undervalued the company. But a formal step likely is needed to put the ball back into Microsoft's court.

"Yahoo has been radio silent since the offer was made," said a source familiar with Microsoft's thinking. "Until Yahoo is prepared to respond, I don't know why (Microsoft) would want to raise the bid. It would be like bidding against ourselves."

But one source familiar with Yahoo's thinking and the "radio silence" noted: "Sometimes in negotiations, you have to bid against yourself."

Basically, the software giant is waiting for a formal rejection letter from Yahoo, which would include typical "Dear John" merger language like: We reject your offer and think we are worth a lot more than what you are offering. Come sign a nondisclosure agreement and we will show you why we are worth a lot more.

"Yahoo needs to show a willingness to engage and have a conversation and, in less than 24 hours, we would be available to respond," the source familiar with Microsoft's thinking told CNET News.com.

However, "Yahoo may not want to engage until it's pretty certain it has explored all its other options," said one investment banker who is not involved in the transaction.

The banker surmised that Yahoo may try to argue two points on its lack of a formal response. One is that without having formally rejected Microsoft's offer, it can avoid potential shareholder lawsuits for failing to do the deal. And should Microsoft launch a hostile proxy fight or tender offer, Yahoo may try to go to the Delaware Chancery Court (where it is incorporated) with the claim such actions should be delayed, because it is still considering all its options and that is why it has not formally responded to the software giant.

An attorney who declined to be named was not aware of any similar situations in which a target company did not issue a formal response to an unsolicited bid. And the attorney could not offer any strategic advantages on why such action would be taken to forgo a formal response.

"Maybe Yahoo concluded a letter wouldn't matter and, at this point, 19 days since Microsoft made its offer, it would be hard for them to come back and say, 'by the way, your deal undervalues us,'" the attorney said.

A Yahoo spokeswoman referred questions regarding a formal rejection letter back to its public statement that it issued on February 11. A Microsoft spokesman declined to comment.

Meanwhile, a report surfaced Tuesday that Microsoft is planning to authorize a proxy fight later this week.

"We would prefer to do a friendly transaction," the source familiar with Microsoft's thinking told CNET News.com.

Microsoft realizes retaining Yahoo's employees is an important part of the deal and is well aware of key members who would be essential to an integration of the two companies, the source said.

"Efforts are being made to do just that (with respect to retention)," the source said.

Yahoo had no immediate comment in regard to any pending proxy fight with Microsoft. A spokesman for Microsoft reiterated that the company is "aware of its options."

Some Microsoft investors also support the deal, the source said. Matrix Asset Advisors, for example, said it would not only support Microsoft's existing bid but also approve of a slight increase of $33 to $35 a share. A number of Yahoo's 20 largest institutional investors also own Microsoft stock, with a majority of those shareholders having larger positions in the software giant's stock. Matrix, although it is not in the top 20, falls into the category of having dual ownership.

Microsoft's support comes amid a 13 percent drop in its share price since the bid was announced on February 1. The software giant is making the move to better compete with Google in the areas of Web search, online advertising, and Web-hosted services. Yahoo is the perennial No. 2 to Google, but would give Microsoft a huge audience.

Last week, a report published in the New York Post suggested that Yahoo's board was splintering on its assessment of the Microsoft offer.