If Yahoo! Inc. [YHOO] is serious about remaining independent, it must of course present a compelling argument to shareholders why staying single is preferable to Microsoft Corp.'s [MSFT] $44.6 billion buyout offer. Unfortunately for Yahoo!, the possibility of merging with AOL LLC hasn't elicited the desired level of excitement.

Adam Lehman, a former senior vice president of business affairs and development at AOL and once one of the company's top dealmakers, says that the move to float the AOL rumor showed "there aren't any compelling alternatives being bandied about in Yahoo!'s boardroom," adding that such a deal doesn't match up with Microsoft's offer.

"I don't think there's a clear and compelling vision for how the combination of the assets would drive better results for either," says Lehman, who from 1999 to 2002 led AOL's strategic and dealmaking team supporting the company's international expansion. "They also would need to overcome all the inherent complexities of any large-scale merger just to get the combination functioning."

Lehman, who is now managing partner of early-stage technology incubation firm Rock Ridge Ventures LLC, says Yahoo! "hasn't proven the ability to manage what they have" and that it would be taking on another "slow-growing asset" in AOL. By contrast, the companies would realize some "combined efficiencies," he adds, and also would benefit from an ongoing alliance with Google Inc. [GOOG] after the search leader invested $1 billion in AOL in 2005.

Most recently Lehman co-founded GeniusRocket, an online platform that enables companies to "crowdsource" advertising and marketing content, and Carmun.com, an aggregator of online study tools for students. And while his background is in technology, he was talking up a Rock Ridge-backed company, Hook & Ladder Brewing Co., which he said is one of the fastest-growing craft brewers in the country. - David Shabelman

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