February 18, 2008 at 10:08am

Microsoft’s bid to acquire Yahoo has put a harsh spotlight, perhaps too late, on the company’s board.

Kara Swisher, writing on All Things Digital this morning, predicts that the directors’ response to the unsolicited buyout attempt may simply be inertia.

The lethargic (Swisher uses “moribund” and in a “persistent nacroleptic state”) board has been slow to react to the company’s sliding performance. The group prefers collegiality over conflict, a behavior that must elicit scoffs in Redmond.

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Yahoo co-founder Jerry Yang has left no doubt about his opposition to the sale. According to Swisher, other anti-sale directors include Robert Kotick, chairman and CEO of videogame-maker Activision; and long-time directors Arthur Kern and Eric Hippeau of Softbank Capital Partners.

Directors favoring the sale are Ron Burkle, founder of Yucaipa Companies and a close buddy of Bill Clinton; Roy Bostock, chairman of Northwest Airlines; Northwest’s former chair, Gary Wilson; and Maggie Wilderotter, chair and CEO of Citizens Communications. As a former Microsoft SVP, Wilderotter can help provide some insight into the aggressor.

The undecideds in the Yahoo boardroom are Vyomesh Joshi, who is an EVP at Hewlett-Packard; and Ed Kozel, CEO of Skyrider.

In a takeover bid where the board is split, major investors can play an even larger role. A report published Friday by RiskMetrics Group indicates that many of Yahoo’s institutional investors may oppose efforts to raise the sale price because they have more money invested in Microsoft than in Yahoo.

Almost 90 percent of Yahoo’s 20 biggest shareholders hold stock in Microsoft.

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