Investment bankers earn HUGE fees for making deals work, but I will settle for just 1% of the total Microsoft/Yahoo deal value for profering this simple (yet tried and true) method for bringing the two parties to the table and making a deal happen: it is called an "earnout."  Microsoft should offer Yahoo the $33 per share it has put on the table, and offer say an additional $7 per share if Yahoo meets certain benchmarks within a defined period of time.  If Yahoo and its employees meet those benchmarks within that time frame, then Yahoo gets the additional $7 for its shares, if not then it has to be satisfied with just $33 per share.