“Here’s where things got interesting. The Yelp management team apparently refused to work for Yahoo and wanted to take the Google offer. The Yelp board of directors, faced with a fiduciary duty to act in the best interests all stockholders, couldn’t approve a Google deal when a competing deal was available at a $200 million higher price. ¶ So with the Yelp management team refusing to take the Yahoo offer, and the Yelp board of directors unable to accept the Google offer, everything froze and a deal never happened. ¶ If Yahoo did make the counter offer the whole situation is a sad reflection on the company. Even with the Yelp management team knowing that they couldn’t take the Google offer, they still walked from a huge sale just because they couldn’t stomach working at Yahoo. ¶ Foursquare apparently made a similar decision just a few months later, walking away from a $100 million or so Yahoo offer even though they knew Facebook would soon jump squarely into their market.” - × × ×