Microsoft's half-stock, half-cash $44.6 billion bid for Yahoo has confused many. The price, people tell you, varies with the fluctuation of Microsoft's stock. Not exactly. Only half of it. The way Microsoft is making the offer, shareholders can get either stock or cash. Once the stock or cash portion is gone, the remaining shareholders are stuck with what's left. While the value of the stock has varied, the $22.3 billion cash portion hasn't; and That introduces an interesting incentive which works to Yahoo's disadvantage: Shareholders can opt for cash now, or risk being stuck with less-valuable shares later, if the bid goes through. Those who doubt Yahoo's present management get the higher reward. Quite a twist.

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