It’s being widely reported that Yahoo (YHOO) and News Corp. (NWS) are back in talks to combine Yahoo with MySpace and other properties that make up Fox Interactive Media, News Corp.’s online arm. The companies held what I’m told were very preliminary talks along a similar vein last year. The deal would have three main components: 1) News Corp. would contribute FIM to Yahoo; 2) News Corp. would invest in Yahoo; 3) a private-equity partner would inject yet more cash into Yahoo. The goal, in theory, would be to raise Yahoo’s value with the cash investments, thus obviating the need for Yahoo to sell to Microsoft (MSFT).

Here’s the problem. Or, rather, the problems. It’s going to be tricky to value MySpace, which will be the linchpin of the value of what News Corp. is contributing. If whatever News and Yahoo were to assemble didn’t add up to Microsoft’s current offer ($31), or counter-offer, the board of directors at Yahoo would be in a pickle.

Couldn’t they just accept a lower bid with the argument that Yahoo is worth more independent than selling out? Sure. Then they’d get sued. They’ve got to be able to best Microsoft’s offer in a reasonable timeframe, or they’re not doing their fiduciary duty.

There’s more. In a note to clients Wednesday, UBS analyst Ben Schachter (who had a buy rating on Yahoo at $19, when many of his competitors had lost faith, because he figured Yahoo’s falling price would provoke a sale, or at least a bid) reasons that the only way for a YahooSpace to achieve necessary profits would be do a search outsourcing deal with Google (GOOG). That’d bring the companies back to the same regulatory conundrum they’ve already been grappling with: Google’s search share is too big. There’s also the question of whether Yahoo needs MySpace. After all, “Yahoo’s problem has not been a lack of inventory, ” writes Schacter, meaning that it already has a huge audience. It’s problem, he writes is “its poor execution on optimizing monetization.” That means Yahoo isn’t so good at making money from its 500-million-plus audience. Schacter has a $34 price target on Yahoo because he thinks Microsoft will raise its bid.

So is Yahoo wasting its time talking to News Corp.? Of course not. Its stock traded over $30 Wednesday, closing at $29.88. To the point of my earlier post, that’s a sign investors expect a higher bid from Microsoft, not that it’s overly impressed with a News Corp.-Yahoo tie-up.

My friend, the Newsweek columnist Daniel Gross, posted an entertaining and informative column this week on Slate about what he sees happening next in the Microsoft-Yahoo merger. Like everything Dan writes, this column is worth reading, partly because it’s delightful and also because he does a great job of explaining how these catfights typically work. I agree with everything he wrote — except his conclusion.

To boil down his wonderful words, Dan believes that because Yahoo’s (YHOO) stock price hovers around $29.50, where it’s been more or less since Microsoft (MSFT) offered on Feb. 1 to buy the company for $31 a share, Wall Street is signaling its belief the deal will collapse. He reasons that if investors believed a higher bid was coming, the stock would trade higher. The fact that no private-equity or sovereign-wealth firm has materialized to bid for Yahoo is further proof that no one wants it and that Microsoft won’t fight.

I beg to differ, and not just because I wrote in the current issue of Fortune that a Microsoft acquisition of Yahoo is inevitable. First, Yahoo’s stock price is held back in part because Microsoft’s stock price is down, and half its offer is in stock. Second, if the market really believed that Yahoo will succeed in telling Microsoft to buzz off, the stock wouldn’t be at $29 and change. It would have plunged back toward $19, the sorry level to which it had fallen just before Microsoft dropped its bomb.

Yes, Yahoo traded for $31 not so very long ago. But that was before investors realized how little was going on inside the company, that CEO Jerry Yang was taking his sweet time to clean house, that Yahoo continued to poorly articulate its growth strategy and, perhaps most importantly, that the company faces “headwinds” in its core business, online display ads. Those realities haven’t changed since Microsoft offered to buy the company.

As for another bidder materializing, the fact that nobody — not a phone company, not another media company and certainly not a private-equity shop — has stepped forward tells you something about how the world outside Redmond, Wash., and Sunnyvale, Calif., views Yahoo’s valuation. A financial buyer simply can’t make the numbers work; Only Microsoft can.

But can’t Yahoo simply say no? Sure it can. But if Wall Street really believes no means no, you’ll see a stock drop and lawsuits fly. “We do not believe that Yahoo’s board will be able to turn down a mid-$30s bid without another offer in hand,” RBC Capital Markets analyst Jordan Rohan wrote to clients this week. “Yahoo management has already exhausted the patience of its largest, longest-suffering shareholders and Microsoft’s offer allows them to save some face.” Rohan then reports something I haven’t seen elsewhere: “Microsoft held several meetings last week with some of Yahoo’s largest shareholders. Ultimately, since there is only one class of stock, if those shareholders band together behind the likely-future-revised Microsoft bid, the deal will eventually get done.”Already, that’s beginning to happen. T. Rowe Price and Legg Mason, two large Yahoo shareholders, have gone public with their support for the Microsoft offer.

What this means is that it’s likely wrong to interpret Microsoft’s lack of a higher bid so far as an unwillingness to raise its offer. Instead, think of Microsoft’s behavior as a pause, an opportunity to make Yahoo sweat — or at least get an earful from its own shareholders. Of course Microsoft will raise. But only after Yahoo has the time to consider the meaning of Microsoft not raising.

A few more things to consider, at least for readers not caught up in the mind-messing media games that get played by all sides in this circus. The Wall Street Journalis reporting in Wednesday’s editions that Google (GOOG) is no longer overly interested in pursuing a revenue-sharing deal with Yahoo for search ads. It sources are “people familiar with the matter.” I haven’t checked, but I’m guessing that the Journal, citing “people familiar with the matter,” first broke the news that Google was interested in pursuing a revenue-sharing deal with Yahoo for search ads. Gold star for anyone who can guess where that information started and ended.

Similarly, the conventional wisdom for why Microsoft won’t actually mount a hostile takeover bid, a term of art that is different from the public “bear hug” it currently is pursuing, is that it would scare away Yahoo’s best people. What’s odd about that is that the conventional wisdom up until earlier this month was that most folks you’d want to retain at Yahoo already had left. Conventional wisdom’s a funny thing.

A final thought, and not a happy one for Microsoft, but even less so for Yahoo. Yahoo undoubtedly will draw this process out for a bit. Who knows, they may even force Microsoft to mount a proxy fight, though I doubt it. But let’s say it’s three months before Yahoo acquiesces and another nine months before U.S. and European regulators approve a Yahoo acquisition. Google likely will complete its long delayed DoubleClick purchase this spring. Under this scenario, it would then have a year’s headstart against MSN-Yahoo, which will be the mother of all integration challenges. Neither Yahoo nor Microsoft and the ad businesses it acquired when it bought aQuantive last year will stand still, of course. But talk about distractions.

In advance of Google’s being named the best company to work for in America, for the second year in a row I sat down recently with the founders of Google (GOOG), Sergey Brin and Larry Page, and CEO Eric Schmidt. Toward the end of the interview, I asked what Google will do when it inevitably hits the wall, when the company suffers a major hiccup. Sergey Brin gave a thoughtful answer that essentially said that everything Google does for employees will serve it well in tough times. (A different version of the interview appears in the current issue of Fortune Magazine.)

That’s good and fine. But what I really want to know is whether Google does scenario planning for that day and if so, what’s the plan of action. No company is immune from a major slowdown — or worse. IBM (IBM), Microsoft (MSFT), Dell (DELL), even Wal-Mart (WMT). Each was invincible at some point, and each sooner or later missed its moment. Each planned inadequately for the deluge. Is it even possible? I’d love to know your thoughts.

A tradition at eBay is that the people who work with its senior executives get to name their personal conference rooms. The meeting place belonging to John Donahoe, the top executive for eBay’s core online marketplace, is Dennis the Menace. If the Wall Street Journal’s sources are right and Donahoe is named the next CEO of eBay when Meg Whitman retires, he’ll likely start causing mischief almost as soon as he’s in the top job.

Donahoe isn’t nearly as well known as Whitman, the public face of eBay (EBAY) for a decade. But he’s no newbie. He’s been at the company for nearly three years now — a tough three years given that he presides over eBay’s thorniest problem, its slow-growth online sales engine. eBay’s missed opportunity is gargantuan. Compared with Amazon.com’s (AMZN) business, for example, eBay.com enjoys a well earned monopoly and the rich profit margins that come from holding no inventory. Yet, as I’ve commented recently,  competitors like Amazon and Google (GOOG) have out innovated eBay, decimating its stock. (Meg Whitman claims to not follow eBay’s stock price. Read my account of the company mid-malaise, about a year ago.)

There already are signs Donahoe has taken the reins at eBay. In early December he spoke at a UBS conference and hinted strongly that major changes were afoot in eBay’s fixed-price sales business. eBay’s sellers have felt nicked and dimed by the company for years. Donahoe suggested that eBay will tinker with its pricing model by lowering upfront prices and raising closing commision fees. The lowering part spooked Wall Street, even if it’s the right thing to do. (It’s a lot like economic stimulus: Lower taxes in hope of expanding the economy. eBay’s not the U.S. government though … if it lowers upfront fees and doesn’t convert the sale its revenues go down.) An insidery writeup of Donahoe’s talk appeared here.

The other big decision facing Donahoe is what to do with PayPal, the eBay-owned payment business that is roaring. Late last year PayPal quietly juiced up its management team, making four key hires of prominent executives who worked at blue-chip companies including Avon (AVP), American Express (AXP), McKinsey, Oracle (ORCL) and Visa. PayPal’s growth engine is its business selling services to online merchants other than eBay, making eBay’s ownership of PayPal less necessary. It’s hard to imagine that PayPal was able to attract such top talent by offering stock packages merely in eBay stock options. Asked if the news was evidence that eBay was planning to spin off or sell PayPal, a PayPal spokeswoman responded: “This shows the caliber of people that want to leave fantastic jobs at fantastic companies to come to PayPal. There are no plans to change PayPal’s structure within eBay.”

The question remains what John Donahoe will do at eBay, assuming he gets the job. (I used to think Jeff Jordan had a lock on the job; I was wrong.) Donahoe is quite literally the Mitt Romney of the Internet world. He’s a Bain consultant through and through, a handsome guy with a gigantic Rolodex (note to kids: that’s where people Donahoe’s age, 47, used to keep their contacts; it’s now a metaphor) and a bias toward action.

Be certain of one thing, should the man insiders call Dennis the Menace get the job, expect some mayhem in the near term.

It’s been a couple days since what has now been a widely panned dud of a keynote speech by Steve Jobs at Macworld. No “one more thing … ” No breathtaking surprises. No stunning celebrity. (Randy Newman? Come on.)

I was in the audience, and I thought the lower-key keynote was just fine. It’s true that Jobs blew no one away. Top honchos from Twentieth Century Fox and Intel (CEO) won’t wow the crowd. Movie rentals can’t compare with the reinvention of an industry. And while Apple’s (AAPL) new ultrathin notebook looks fabulous, it’s not priced for the mass market. (And will people pay $1800 and up for a device with no Ethernet port? These are the types of topics geeks can endlessly debate.)

But so what? After a year like Apple had last year, it’d be silly to try to blow people away at Macworld. Perhaps it was better to lower expectations. I’m guessing that whether intentionally or not, that’s what Jobs did on Tuesday. And for what it’s worth, while Randy Newman isn’t as sexy as John Mayer or Kanye West, past Macworld performers, his two songs were really good.

The faithful’s disappointment had nothing on Wall Street’s, though. Apple’s shares have now fallen $19, or almost 11%, since Monday’s closing price. This will seem confusing to market watchers of the amateur variety as well as the pros. No one has answers, only guesses. Citi analyst Richard Gardner, for example, called Tuesday’s stock behavior a “typical seasonal pullback.” His explication covers all the bases:

While we are surprised by the magnitude of today’s pullback in Apple shares following an as-expected Macworld keynote, we believe the reaction reflects the view that today’s product announcements will do little to help Apple during [the first half of calendar-year 2008]. The products either represent minor enhancements to existing products (i.e., software updates for iPhone and iPod touch), niche products (i.e., the new ultraportable MacBook Air) or new services that will drive iPod and AppleTV sales over the long-term but contribute little or nothing to operating income during 2008 (i.e., iTunes movie rentals).

Trying to understand the selloff almost isn’t worth the effort. Apple is one of those stocks that defies explanation. It was equally tough to understand is recent high of almost $203.

So focus instead on how the company is valued. At $160 a share, Apple trades for about 31 times expected earnings for its year that ends in September. Analysts expect Apple to grow earnings this year about 31%, an astounding growth rate for a company this size. Next year they see 25% growth. In other words, at its current multiple, Apple is getting little or no premium to the market, despite the iPhone working out to be a bigger than expected seller and the Macintosh picking up speed. (Google (GOOG), by the way, at $616, is off 18% from its high. It trades for about 30 times expected 2008 earnings and is expected to grow by 33% … I’m just saying … )

Apple reports earnings next week. It has a habit of underpromising and overdelivering. It isn’t the expensive stock it used to be.

Bloomberg News reported earlier in the week that eBay (EBAY) finance chief Bob Swan was asked at a CSFB technology conference whether eBay would sell Skype, the computer phone calling service it bought three years ago for far too much money. The question followed the slimmest of rumors on a British newspaper’s Web site: “Currently in favour around London’s webbist community is the rumour that Google (GOOG) has been in negotiations to buy Skype,” wrote Guardian blogger Jemima Kiss. (Great name!)

According to my own reporting in the “webbist community” in Silicon Valley, Swan discussed the wrong prospective asset sale. He should have addressed whether eBay would sell PayPal. It’s no secret that PayPal is blazing, and it’s so-called off eBay business, the payments it processes for non-eBay transactions, is becoming an ever-larger part of PayPal’s overall business. (For a detailed and highly readable overview of eBay’s business, including a comparison of its “marketplaces” and “payments” units, see Swan’s own pre-Q&A presentation at the CSFB conference.)

Two different Silicon Valley investors, in separate conversations this week, pointed out to me the embarrassment that Amazon (AMZN), with its market capitalization of $37 billion, had caught up to — and effectively surpassed — eBay (market cap: $45 billion), if you take out the value of PayPal. Ebay is a natural monopoly, the far-and-away leader in online auctions and carries no inventory. Amazon is a retailer with slim margins and a not easily defended business. The easiest way for eBay to reward its investors, they argued, would be to spin off PayPal, a move eBay management will never acknowledge considering — until the day a plan is announced. (A tip of the hat, by the way, for the second day in a row to the insightful Web site breakingviews.com, which examined the eBay breakup scenario on Nov. 7.)

Surely there are companies out there that could make better use of Skype than eBay has. But selling it won’t give eBay’s stock the pop it needs. Setting free PayPal might.

Mighty Microsoft (MSFT) held its annual shareholders meeting today in Redmond, Wash. I know this because the company sent me a press release about it.

I quickly skimmed the blah, blah, blah about “positive customer momentum” and “strategy of investing in innovation,” and, for some reason, took a careful look at Mr. Softee’s board of directors, which the company printed in the release. Here’s the roster, with emphasis added to make the point I’m about to discuss:

Microsoft’s board of directors consists of William H. Gates, Microsoft chairman; Steven A. Ballmer, Microsoft chief executive officer; James I. Cash Jr., Ph.D., former James E. Robison professor of business administration at Harvard Business School; Dina Dublon, former chief financial officer of JPMorgan Chase; Raymond V. Gilmartin, former chairman, president and chief executive officer of Merck & Co. Inc.; Reed Hastings, founder, chairman and chief executive officer of Netflix Inc.; David F. Marquardt, general partner at August Capital; Charles H. Noski, former vice chairman of AT&T Corp.; Dr. Helmut Panke, former chairman of the board of management at BMW Bayerische Motoren Werke AG; and Jon A. Shirley, former president and chief operating officer of Microsoft.

I think you can see where I’m going. That’s six out of ten “formers” on the board, seven if you count Bill Gates, former CEO. Not counting CEO Steve Ballmer, there is precisely one current operating executive on the board, Reed Hastings, CEO of Netflix (NFLX), an innovative company that is nonetheless a pipsqueak in a narrow market niche.

Buzz words aside, Microsoft still hasn’t been able to shake itself from the torpor of having its butt kicked by Google (GOOG) in the online advertising world. By comparison, Google’s board includes the presidents of Princeton and Stanford, and the CEOs of Genentech (DNA) and Intel (INTC). Apple’s (AAPL) board includes the CEOs of Google, Genentech and J. Crew (JCG).

Could it be that Microsoft’s board of “formers” isn’t helping matters?

I saw something more than a little scary last week at Google (GOOG): A calm, confident, friendly management team that seemed more comfortable in its own skin than I’ve ever seen them.

For the first time, Google invited a handful of journalists to its annual Zeitgeist conference for advertising partners. Afterwards, Larry Page, Sergey Brin and Eric Schmidt held an on-the-record chat with us over sandwiches. They talked about their interest in wireless spectrum. They fretted that their biggest challenge (still) is managing their growth. They even showed their sense of humor. When I noted the unusual stability of the top executives beneath the ruling troika (as a prelude to asking if that stability would continue), Page quipped, “Emotionally or physically?” More seriously, he predicted continued stability and suggested a leadership training program is helping. (The word is that many of Google’s “economic volunteers,” a term that’s actually used within the company, will be retiring soon and that turmoil will hurt.)

The arrogance remains, of course. Schmidt held forth on how much the company is doing to address the concerns that caused Viacom (VIA) to take Google to court over YouTube’s policies regarding content it doesn’t own. He said filtering technology is in “various stages of rollout,” as if that were good enough. He said Viacom “rushed” into litigation. He obviously has the luxury of knowing the suit has done nothing to blunt YouTube’s advance.

On the subject of social networking, and Facebook in particular, they made it very clear just how interested Google is in getting into the game in a more meaningful way than its Orkut service. (Read my colleague Josh Quittner for a contrary view on how much Facebook worries Google.)

Bottom line: From my perch, these guys were cool as cucumbers. Genuinely relaxed, engaged and at the top of their game.

By the way, Google reports earnings Thursday. The company’s worth $200 billion. And its founders give off the vibe that they’re just getting going. As I’ve written in the past, Google’s management isn’t perfect. Its previous quarter was sloppy. My gut tells me this one won’t be.

A technology generation ago Sun Microsystems (JAVA) extremely successfully convinced investors that it put the “dot into dot-com.” It was a brilliant marketing campaign. The product hadn’t changed, just the perception of it. (Ed Zander, whose best effort at Motorola (MOT) has been embracing the pre-existing and relatively empty “seamless mobility” label, likes to take credit for the marketing move at Sun, where he was the president.)

Now Sun is playing the perception game again. It will do a reverse 1-for-4 stock split in an effort to convince investors it is not a loser company. Executives acknowledged that reverse splits are meaningless from a valuation perspective. (Ditto for regular splits, by the way.) In fact, a reverse split usually is a sign of desperation. But Sun says it can stop the questions about the company’s staying power if essentially ignorant customers stop seeing a sub-$10 stock price.

Last week Sun also dropped its long-time stock symbol, SUNW, in favor of JAVA, which is the name of pioneering software Sun developed. (Google (GOOG) CEO Eric Schmidt played a key role on Java.) “More than a billion people across the globe, representing nearly every demographic, market and industry, rely upon Java’s security, innovation and value to connect them with opportunity,” CEO Jonathan Schwartz said in a statement. “That awareness positions Sun, and now our investor base, for the future.”

Whatever you call it, the stock was up 11 cents, or 2%, Thursday, to $5.48. Yawn.

Two thoughts ran through my head as I read a column by my most excellent colleague Geoffrey Colvin called Don’t go gaga over Google. The first, given that Geoff’s piece was all about why shares of Google (GOOG) are in no way worth more than $500, is that it would have been at least sporting to have mentioned that we are the magazine that not quite three years ago asked, on our cover, if Google really was worth, wait for it, $165 per share.

I’m not enough of a student of economic value added, or EVA, analysis that Geoff deploys in his piece to judge how conclusive his argument is. I’m also not sure how closely professional managers follow this method. I’d love to know confessed-Google-lover Bill Miller’s thoughts on the subject. Actually, I’m not really commenting one way or the other on the valuation. Not now, anyway. All great companies fetch a premium that defies any rational analysis — until they don’t. Witness Microsoft (MSFT), whose stock grew until 2001 and hasn’t since, and General Electric (GE), which, as the one and only Nelson Schwartz reminded us this past weekend, still hasn’t recovered its 2000 high. (Actually, Geoff Colvin wrote that story too, in 2005. But now I really digress.) In essence, Google’s valuation will remain tied more to its ability to grow than its return on capital. That’s my opinion, for what it’s worth.

Which leads to my second thought, regarding a line near the end of Geoff’s column that journalists often refer to as the “to be sure” line, as in “To be sure, Mr. Smith accomplished much in his career …” Geoff writes:

Irrational valuations can last a long time, and sometimes they correct gently rather than violently. And it doesn’t mean that Google is poorly run. On the contrary, it has been brilliantly run. (emphasis added.)

That’s a fascinating point, because here in Silicon Valley there’s absolutely no consensus that Google has been brilliantly run. There’s no question that Google has brilliantly exploited a massive opportunity in the online advertising market, primarily search-based text ads. No one can ever deny that.

Whether the company is well run, however, simply can’t be known yet. As I pointed out in my own cover story last year, Google so far has been able to avoid answering the question of whether its chaotic nature is by design or whether it’s merely holding onto the handles of one incredibly fast roller-coaster ride. Its young founders are universally believed to be really bright guys. But they’ve never worked anywhere else. They condone, nay, encourage, a permissive culture that lets engineers run wild whether or not they are contributing to the bottom line. Its CEO, Eric Schmidt, was a top scientist at Sun Microsystems (SUNW) and then an uneventful CEO of a relatively unimportant Novell (NOVL). The line on Schmidt is that he has grown tremendously in the job at Google. That’s undoubtedly true. Still, he hasn’t been tested by the kind of adversity that knocks CEOs on their backs. And to judge by one data point, Google’s surprising inability to manage its hiring costs, Schmidt hardly has the place running like a finely-tuned engine.

To be sure, Google already is a company for the ages. Its stock may surge even more. The greatness of its management, however, will be judged far more in the next three years than in the last three since it went public.