Former Yahoo Inc Chief Executive Carol Bartz and her erstwhile employer are dueling over Bartz's board seat, which she says she wants to keep, despite being fired from running the company.
Bartz, who was abruptly fired from her job as CEO by chairman Roy Bostock on Tuesday, said in an interview that she intended to remain on Yahoo's board.
But hours after the interview was published, a Yahoo board spokesman said she couldn't keep her seat on the board.
Ms. Bartz is obligated to resign from the Board and we expect her to do so, said Charles Sipkins, a spokesman for Yahoo's board of directors.
Bartz may have some wiggle room despite the provision in her employment contract, said corporate governance expert Nell Minow.
The January, 2009, contract states that upon any termination of employment, you shall promptly resign from the Board and all officerships, directorships or fiduciary positions with the Company and its affiliates.
But Bartz could still make the argument that she's been elected by the shareholders, said Minow, who founded corporate-governance consultancy GMI.
Bartz was appointed to the board upon becoming Yahoo's chief executive in 2009 and has been re-elected by shareholders at subsequent annual meetings. She could maintain that the elections would supersede the clause in the contract.
Bartz characterized Yahoo's board as doofuses who fucked me over in an interview with Fortune magazine that was published on Thursday. Detractors say Bartz didn't do enough to turn around Yahoo, which has been losing market share in search and advertising.
Generally, language requiring CEOs to step down from board positions if they leave their posts is a standard part of any CEO contract, said Paul Hodgson, a senior research associate at GMI. If the board chooses to, it can ask the former CEO to remain, as Apple's board did when Steve Jobs resigned as chief executive last month.
Minow -- once a movie reviewer for Yahoo -- believes Bartz's comments about remaining on the board are a negotiating tactic connected to her severance arrangements, and that she doesn't really want to remain on the board.
We would all enjoy that very much from an entertainment perspective, she told Reuters. But we don't want the board to be any more dysfunctional than it already is.
(Reporting by Alexei Oreskovic and Sarah McBride; Editing by Gary Hill, Peter Henderson and Bernard Orr)