Marissa Mayer
Bidders for Yahoo have only been interested in buying the company's core internet business, not Yahoo as a whole. Why, because under the old bylaws, it's unclear that would have been enough to represent a "change in control." The new bylaws make clear that selling the internet business would be a control change.

The adjustment to the bylaws is significant, because Marissa Mayer and other executives will take home significantly more pay if they're fired as a result of a change in control.

If Mayer is given the boot without a sale, she would take home about US$ 12.5 million. But if she's fired because Yahoo is bought by another company, she would get a golden parachute exit package worth about US$ 37 million.

The new bylaws were announced in a regulatory document filed last 14 April.

Previously, a change in control meant selling the bulk of the company. But the vast majority of Yahoo's value is made up of its Asian holdings, which aren't for sale. Yahoo is taking bids for its core Internet operation, which is the bulk of its operating business but a tiny fraction of Yahoo's overall value.

Yahoo owns large stakes in Chinese e-commerce Alibaba and Yahoo Japan, worth about US$ 34 billion. Yahoo's current market value is US$ 35.3 billion. Since the operating business currently makes up less than 4 percent of the company's overall value, buying it likely would not have represented a "change in control," as defined by the old bylaws.

Now, a buyer would only need to take hold of Yahoo's "operating business" to trigger a control change.

To make Mayer's enormous buyout package somewhat more palatable for a new owner, Yahoo also changed the way it would pay her and other executives.

Under the old bylaws, Mayer's termination after a sale would have triggered the immediate release of all her stock awards. Now, most of those awards would still immediately vest but new awards would vest over the course of several months.