Professor Michael Klausner is quoted in The New York Times explaining the reasoning behind Microsoft's methods of convincing Yahoo to accept its offer in a take-over bid:

“Basically Microsoft infers that Yahoo has no alternative deals in the offing, therefore there is no need to raise its price,” said Michael Klausner, a Stanford Law School professor who specializes in corporate law and governance. “Microsoft still prefers a negotiated deal to a proxy fight.”

Mr. Ballmer’s letter puts pressure on the board to act quickly or face the possibility that they will fail to get the best deal possible for Yahoo shareholders, Mr. Klausner said.