02/04/2008 09:28 pm ET | Updated May 25, 2011

Would Microsoft Buy A Company Without Its Top Talent? ...or Any Talent?

Granted, the answer may very well be as two analysts recently told me: "Of course they would if the purchase means online properties and market share in profitable markets. And also, they're Microsoft. So...yeah."

But what if "yeah" was wrong? What if human energy, organizational memory, the brain power behind R&D, the personalities behind culture, the foosball champions and the underlying people mojo was so woven into a company's fabric that existing talent was absolutely vital to future success and profitability?

And what if, in the midst of a prospective sale, that talent wasn't there when the cash hit the fan?

Call it the community organizer in me; call it the son-of-a-US-auto-worker mentality; call it a love of the underdog; call it a lack of appreciation for hostile takeovers; call it what you will, but what if a sizable portion of critical Yahoo employees committed to walking out (and not returning) if the company's sale to Microsoft is approved?

If Yahoo! is serious about not wanting to be bought, then an underestimated and almost completely unmentioned force in this Microsoft-Yahoo saga is the employee network of Yahoo. And I'm not talking about Jerry and David. Jerry Yang is doing what he can it seems -- and if you follow your blogs, it would appear he and Eric Schmidt are speed dial 1 on each other's iPhones this week, which is interesting to follow -- but what about the other 14,000 Yahoos at Yahoo?

What if 1,3,5... 10,000 of their best and brightest took action of their own and refused to show up on day one of Microsoft ownership?

The pundits and analysts who say Microsoft's bid is a good idea for Yahoo business have almost all focused on gaining greater search market share and the financial rewards that Y! shareholders will likely reap in the short term -- particularly given Yahoo's declining value. (And to be sure "shareholders" also includes Yahoo employees who will stand to gain financially from a sale.) Far too few, though, are writing about the impact of a sale on employees' work and morale. What analysts seem to forget is at the end of the day employees are what make a company worth anything at all.

They also forget that employees are people who can make individual choices -- not mere numbers or factors in a valuation equation -- and these people in particular do not want to work for Microsoft.

Yahoo's people certainly could have worked for Microsoft given their talent, but they choose not to for distinctive reasons. Anyone who's ever spent as few as five minutes in Yahoo's and Microsoft's offices knows the glaring contrasts between the two companies and their cultures. When Yahoo's people signed up to work there, they chose humor and appreciation for irreverence -- actively denying the kind of culture that Microsoft's closed door office policies don't just suggest, but demand. If in another world there was no Google, it would be Yahoo's thriving and innovative volleyball-playing campus that we read about in our standard business periodicals. When was the last time anyone bragged about how much they loved working for Microsoft?

Microsoft has a ton of cash so it's hard to blame them for trying at this takeover. That's what the market is all about. Yahoo on the other hand has some real soul and passion behind all those purple exclamation marks and oddly named conference rooms, and that is what people are all about. Which matters more in the long term?

The good news is people have the capacity to exist beyond the market; even if overly-hardened capitalists hate to remember that. We are not required to make the decisions that the market dictates. This is not Tibet. This is not Burma. There are no military juntas bearing down. People in this country are not hostilely taken over if they don't want to be.

Yahoos, if thousands of you decide you don't want to work for Microsoft, you don't have to. You are extraordinarily talented people and you'll all do very well in whatever you choose. If you don't want your culture usurped, you can keep it from happening! Stockholders can revolt against a company for not accepting a high bid, but they can't take action against you.

Companies can buy other companies. Companies can buy properties and they can buy rights. They cannot buy hearts and minds.

You are not for sale, Yahoos. Don't forget it.

I realize this is about to be one of the cheesier lines I've ever written, but, friends, I mean it with utter sincerity: