Gates Works to Save Legacy, Adds Activist Investor

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By Douglas A. McIntyre Updated Published
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Microsoft Corp. (NASDAQ: MSFT) did something it did not have to do (something that no public company would want to do), so why did it do it? The huge software company said it would add a director from a tiny activist law firm–not one anyone has ever heard of. The announcement come just after the one which said CEO Steve Ballmer would resign. Why would Microsoft panic? (Or, perhaps founder CEO has something secret on his mind)

The company issued a release:

Microsoft Corp. today announced that it has signed a cooperation agreement with ValueAct Capital, a San Francisco-based investment firm with $12 billion in assets under management that beneficially owns approximately 0.8 percent of the outstanding shares of Microsoft common stock and is one of the company’s largest shareholders.

The cooperation agreement provides for regular meetings between Mason Morfit, president of ValueAct Capital, and selected Microsoft directors and management to discuss a range of significant business issues. The agreement also gives ValueAct Capital the option of having Morfit join the Microsoft board of directors beginning at the first quarterly board meeting after the 2013 annual shareholders meeting.

“Our board and management team are committed to enhancing growth and value for Microsoft shareholders, and we look forward to ValueAct Capital’s input,” said Steve Ballmer, Microsoft chief executive officer.

That is not 8%, it is 0.8%. Gates owns 5.47%. Ballmer owned 3.95%. And Gates is as close to a controlling shareholder as a company (without owning a majority of the stock, or voting control) could have because of his role as founder. Gates, in other words, must have signed off on the deal.

And, it must be Gates’ deal completely. Probably, he has decided that an outside director with an aggressive temperament will roil a board which has acted as minions to Gates and Ballmer. In essence, Gates has the equivalent of a new board to go with a new CEO — which he will undoubtedly pick as well.

Gates, not willing to come back as CEO himself, is doing what he can to shake Microsoft from its slumber — and revive his own legacy in the process.

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About the Author Douglas A. McIntyre →

Douglas A. McIntyre is the co-founder, chief executive officer and editor in chief of 24/7 Wall St. and 24/7 Tempo. He has held these jobs since 2006.

McIntyre has written thousands of articles for 24/7 Wall St. He is an expert on corporate finance, the automotive industry, media companies and international finance. He has edited articles on national demographics, sports, personal income and travel.

His work has been quoted or mentioned in The New York Times, The Wall Street Journal, Los Angeles Times, The Washington Post, NBC News, Time, The New Yorker, HuffPost USA Today, Business Insider, Yahoo, AOL, MarketWatch, The Atlantic, Bloomberg, New York Post, Chicago Tribune, Forbes, The Guardian and many other major publications. McIntyre has been a guest on CNBC, the BBC and television and radio stations across the country.

A magna cum laude graduate of Harvard College, McIntyre also was president of The Harvard Advocate. Founded in 1866, the Advocate is the oldest college publication in the United States.

TheStreet.com, Comps.com and Edgar Online are some of the public companies for which McIntyre served on the board of directors. He was a Vicinity Corporation board member when the company was sold to Microsoft in 2002. He served on the audit committees of some of these companies.

McIntyre has been the CEO of FutureSource, a provider of trading terminals and news to commodities and futures traders. He was president of Switchboard, the online phone directory company. He served as chairman and CEO of On2 Technologies, the video compression company that provided video compression software for Adobe’s Flash. Google bought On2 in 2009.

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