Microsoft-Yahoo Deal A Logistical And Regulatory Nightmare

Courtesy of Henry Blodget at Clusterstock

The official details of the Microsoft-Yahoo deal aren’t much different than the leaks we reported last night.

Here’s our take:

The deal is significantly worse than expected for Yahoo, as the company will get no money upfront.

The deal is positive for Microsoft, but largely because Microsoft was nowhere in search without it. Saving the upfront payment is also a help.

Ironically, the deal will likely be positive for Google, which will now likely benefit from months of purgatory as Microsoft and Yahoo work to clear regulatory scrutiny and then go through the massive challenge of trying to integrate their sales forces and technology. Google itself will also now be able to argue persuasively that there is a big, viable (if discombobulated) competitor in the market.

Conceptually, the idea of Microsoft and Yahoo combining forces is smart. Neither alone has enough share of the search market to be a "must buy," and search relevance and pricing improves with scale. Both companies would likely just continue to lose share ad infinitum without a deal, so they have little to lose by working together. And Yahoo will gain some cost savings, at least for a while.

That said, we think the structure of the deal could end up being a disaster.

The deal calls for Yahoo to handle sales and Microsoft to handle technology. This separation of responsibilities is likely to create headache upon headache for both sides. When a Yahoo client is unhappy with the technology execution, will Yahoo salespeople call Microsoft engineers to complain? When Microsoft is unhappy with the way Yahoo is selling search, will Microsoft’s engineers call Yahoo to complain? When the combination misses targets, will investors call Microsoft or Yahoo to complain? (Both?) When Microsoft licenses Bing to Ask or AOL, will Yahoo’s salespeople sell premium search for those companies, too? What if Ask and AOL are unhappy? Who will they call to complain?

In our opinion, sales and technology are way too tightly linked in this business to split responsibilities between two huge companies that each have other things to worry about. We think the execution of the deal will be a nightmare.