Fear is a human emotion. It's part of our survival mechanism--the adrenaline fight or flight response. In ancient times when a caveman felt fear, he ran and hid or readied himself for battle. Those who paid attention to their fear survived; those who didn't, well, let's just say their descendants probably aren't around to read this.

Having courage does not mean ignoring fear. It means facing fear head-on and doing the right thing anyway. At least that's my definition. If you fail to face fear and act appropriately you're not necessarily a coward, but you're not the best you can be either.

The most successful people on the planet are the ones who face the cold, hard truth of reality and act accordingly. They don't surround themselves with "yes men" and they don't view the world through rose-colored glasses.… Read more

Technology companies run into trouble from time to time. Today it's Yahoo, Dell , and Motorola. Tomorrow it could be Google, Cisco Systems, or Apple.

Lest we forget, it wasn't that long ago that Apple flat-lined for an entire decade before ousting Gil Amelio in favor of ex-chief Steve Jobs. Jobs restructured the company by first cutting Newton and other unprofitable products, then introducing exciting new core products like iMac, and finally branching out into consumer devices like iPod and iPhone.

But that's nothing new. It happens to most companies, sooner or later.… Read more

Five years ago, then N.Y. Attorney General Eliot Spitzer was involved in an investigation into conflicts of interest between research and investment banking at ten of the nation's top investment firms during the Internet bubble.

The landmark $1.4 billion settlement helped put Mr. Spitzer on a fast track to the governor's mansion, but that's not the whole story.… Read more

Crises happen. They happen to all companies and to all people. They happen in our personal lives and in our professional lives. By definition, crises bring change, big change. They can change the entire trajectory of your life or your company's future. That's why how we behave in a crisis, how we manage a crisis, is such a big deal.

For example, Yahoo is going through a crisis right now. It's attempting to reinvent itself. Microsoft's bid to buy the company further complicates matters. The way Yahoo's board handles this crisis will determine the fate of the company and its thousands of employees and shareholders. That's a pretty big deal.

One company's crisis can have a ripple effect on others. You might say that Microsoft is attempting to capitalize on Yahoo's crisis. In so doing, the software giant has created its own. Negotiating tens of billions of dollars to acquire a large company and remake its Internet business is definitely crisis material.… Read more

Yes, I know Yahoo rejected Microsoft's bid of $31 per share. But that's just standard negotiating strategy in the world of mergers and acquisitions.

Sure, Microsoft's offer - a 60% premium over the price of Yahoo's stock at the time - was designed, not only to get Yahoo's board's attention, but to back them into a corner. If no other suitors emerge - as I predicted in a prior post - it's an offer Yahoo's board can't refuse without risking shareholder litigation or revolt.

But that doesn't mean Microsoft didn't leave itself any wiggle room, and Yahoo's board knows that. They also know that this is Microsoft's big chance, perhaps its only chance, to jump to number 2 in internet search and advertising and challenge Google. That means Yahoo has some negotiating power.… Read more

Microsoft's unexpected marriage proposal to Yahoo has been the talk of the high-tech town. Who would have thought a possible geek betrothal could rival the coverage of Angelina and Brad?

And even though Microsoft has yet to get an answer from its intended partner, I've got a pretty good idea how this deal's going to go down. Here's my take on the outcome with respect to all involved parties:

Microsoft

It sucks being No. 3 in every Internet business metric--search, advertising, and properties. Microsoft is desperate to gain market share on Google. Also, it would probably be a good idea to turn a profit in its Internet business one of these days. That's the only reason Steve Ballmer's willing to take on the Yahoo mess.

Don't forget, the cost to the software behemoth means nothing. Win, lose or draw, Microsoft has nothing to lose and everything to gain.… Read more

Did you know that the president has a Corporate Fraud Task Force? That's right, he does. It's led by the deputy attorney general, whoever that is.

Anyway, this task force has apparently been very busy. Over a five-year period since its inception, the task force claims 1,236 corporate fraud convictions, including 214 CEOs and presidents, 53 CFOs, 23 corporate counsels, and 129 vice presidents.

That's a lot of fraud. Who knew there were so many dysfunctional executives in this great nation? The dark side of greed and capitalism must be pretty attractive, huh?

I also wonder … Read more

This blog's supposed to be about corporate dysfunctionality, but somehow we've gotten sidetracked. We've never really looked at the big picture. The big picture is this: a reasonably significant percentage of executives and their boards are dysfunctional.

What do I mean by that? I mean they shouldn't be doing some of the things they're doing, and those things can get them in big trouble with a variety of law enforcement agencies. Why do they do it? Who knows.

As for you good folks--investors and employees--well, I don't want to be an alarmist, but if … Read more

Mergers and acquisitions, M&A, business development, strategic development, corporate development, there are lots of names for the business of acquiring companies. They all sound important, even exciting. But whoever said, "may you live in exciting times," didn't necessarily mean that to be a prophecy of good things to come.

On the contrary, if you're like most investors, employees or executives, it's more of a curse. You see, in the corporate world, exciting usually means risky. And there's probably nothing riskier or more prone to failure than merging with another company.

I can … Read more