Yahoo Inc. (NDAQ: YHOO) decided to play it safe and settle with activist investor Carl Icahn. The search giant agreed to provide the billionaire investor with three board seats, which will give it some say but no power. The settlement is the latest in the sage over Microsoft's attempt to take over the company. Interestingly, Icahn expressed his belief that a sale of the company merits "full consideration".

Icahn said in a statement he's pleased with the settlement. "While I continue to believe that the sale of the whole company or the sale of its Search business in the right transaction must be given full consideration, I share the view that Yahoo's valuable collection of assets positions it well to continue expanding its online leadership and enhancing returns to stockholders."

The news of the concession by Yahoo management comes just days after the same management sent a letter to shareholders calling Microsoft's actions "stupifying" and criticizing Carl Icahn for his lack of knowledge of the internet business. However, the move is still seen as a victory for Yahoo. Icahn now has limited voting power while Yahoo management remains in place. So, why did Icahn accept the deal? Many believe that he thought he would end up losing if he went through with the proxy contest.

Perhaps the largest catalyst behind this settlement was Legg Mason's statement that it would back the Yahoo board and urged the two sides to settle their dispute before conducting an actual proxy contest. Carl Icahn owns a 5 percent stake in Yahoo and has been pushing for the company to pursue an acquisition by Microsoft. Eight of Yahoo's directors will now stand for re-election to an expanded 11 member board, including CEO Jerry Yang.

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