The $31-a-share bid of cash or Microsoft stock is 62 percent more than Yahoo's closing price yesterday. Before today, Yahoo had dropped 18 percent this year in Nasdaq Stock Market trading, and said this week that fourth-quarter profit fell 23 percent.

Microsoft Chief Executive Officer Steve Ballmer is attempting the biggest-ever technology takeover after failing to compete with Google in a market that may almost double to $80 billion by 2010. Google has grown faster than Microsoft in every quarter since Google's 2004 initial public offering as its search engine won more users.

``Microsoft is under massive pressure to expand its Internet business to fend off competition from rivals such as Google and this deal shows how desperate they are,'' said Thomas Radinger, a fund manager at Pioneer Investments in Munich, which oversees about $95 billion, including Microsoft shares. ``It's a huge gamble as the price is very steep and it will take years to successfully integrate such a massive acquisition.''

Yahoo rose $8.58, or 45 percent, to $27.76 at 10:46 a.m. in Nasdaq trading. Microsoft, based in Redmond, Washington, fell $2.02, or 6.2 percent, to $30.58, while Google dropped 9.5 percent to $510.75.

Cost Savings

Microsoft said the transaction may cut costs by $1 billion annually for the combined company. Yahoo, based in Sunnyvale, California, said it plans to evaluate the proposal ``promptly.''

``This is kind of a gift from heaven for the Yahoo shareholders who have really been suffering for the last couple years,'' said Georges Yared, chief investment strategist for Yared Investment Research in Wayzata, Minnesota. ``This allows the shareholders to be bailed out.''

Yahoo's inability to crack Google's dominance in search has led to eight straight quarters of declining profit and a stock that, before today, had lost half its value in the past two years.

``It shows how serious the threat is from Google,'' Jordan Rohan, an analyst at RBC Capital Markets in New York, said in an interview. ``Yahoo is vulnerable. Investors are losing patience with the Yahoo management team.'' The New York-based analyst rates the stock ``outperform.''

Google yesterday reported a 52 percent increase in fourth- quarter sales growth, its 14th straight quarter exceeding 50 percent. Still, profit and revenue trailed analysts' estimates as it received less money than expected from ad deals with social- networking sites like News Corp.'s MySpace.

Losing Share

Google, based in Mountain View, California, captured 56 percent of U.S. Web queries in December, almost double the combined share for Yahoo and Microsoft, which attracted 18 percent and 13 percent, according to New York-based Nielsen Online. Searches will account for 37 percent of the $27.5 billion U.S. online advertising market in 2008, estimates research firm EMarketer Inc.

Yahoo has also lost sales in the market for graphical, or display, ads to social sites like Facebook Inc. and MySpace. Co- founder Jerry Yang replaced Terry Semel as chief executive officer in June to reignite sales growth. Microsoft increased competition with Google by agreeing to buy a 1.6 percent stake in Facebook, the second-most visited social-networking site.

Before today's stock gain, about half of Yahoo's market value came from its investments in China's Alibaba Group and Alibaba.com, Yahoo Japan and South Korea's Gmarket Inc. The company said this week that the value of those investments was more than $10 a share in the latest quarter.

Yahoo Rejection

Microsoft was advised by Morgan Stanley and Blackstone Group LP. Yahoo hasn't disclosed its bankers. Microsoft and Yahoo explored ways to work together in late 2006 and early 2007, according to a letter Ballmer sent to the Yahoo board. Yahoo rejected the idea of being taken over by Microsoft a year ago, the letter said.

``This combination provides value to advertisers in the form of more scale and more inventory,'' Kevin Johnson, who runs Microsoft's Windows and Internet group, said in an interview. ``It provides value to publishers, in terms of integrating the ad platform.''

Yahoo was founded by Yang and David Filo while the two were graduate students at Stanford University in 1995. The co- founders, who own a combined 9.8 percent of Yahoo's stock, took the company public a year later. After a three-year jump in the stock price, they were each worth $4 billion, according to Forbes Magazine. Then the market crashed in 2000, wiping out 86 percent of Yahoo's market value.

Two Houston law firms made the cut among the top advisers to merger and acquisition clients conducting deals in 2007, a new report shows.

Vinson & Elkins LLP, which is ranked as the second largest in the local market, according to the Houston Business Journal 2008 Book of Lists, was 18th out of 20 firms with 101 M&A deals worth $102.6 billion during the year according to M&A advisory and research firm The Mergermarket Group.

The firm also placed 14th, up from 23rd in 2006, in the ranking of legal advisers to North American buyout deals, working 12 transactions with a value of $46 billion.

Baker Botts LLP, the third-largest Houston firm, ranked 18th on the North American buyout list, involved in two deals worth $44 billion.

The top-ranked legal advisers in M&A deals in 2007 in four measured categories were:

New York-based Sullivan & Cromwell LLP (total North American M&A value $470.8 billion);

Los Angeles-based Latham & Watkins LLP (most deals, 303);

New York-based Simpson Thacher & Bartlett LLP (total North American buyout value $156.4 billion); and

Kirkland & Ellis LLP of Chicago (total number of buyout deals, 85).

The Oregon Supreme Court for a third time has allowed a $79.5 million punitive-damages judgment against Philip Morris, an award twice struck down by the U.S. Supreme Court, which suggested it was excessive.

The award was for the family of Jesse Williams, a former Portland janitor who started smoking during a 1950s Army hitch and died in 1997 six months after he was diagnosed with lung cancer. A jury in Portland made the award in 1999.

The Oregon Supreme Court said in Thursday's ruling that Philip Morris and the tobacco industry worked during the 1950s on a "program of disinformation" to create doubt about the dangers of smoking. Williams "learned from watching television that smoking did not cause lung cancer," but, once he came down with it, said the "cigarette people" had lied to him.

Thursday's ruling followed a decision by the U.S. Supreme Court last year to send the case back to Oregon.

The state Supreme Court was told to reconsider the award based on its decision about instructions for the trial jury that Philip Morris had proposed and the trial judge rejected.

The Oregon high court on Thursday said there were other defects in the instructions, violating Oregon law, that justified the trial judge's decision.

The Oregon court said that, for example, the instructions Philip Morris suggested would have forbidden the jury to consider the profits the tobacco company made through misconduct that was not illegal.

The Oregon Supreme court decision Thursday didn't take issue with the U.S. Supreme Court on another point it raised -- that Oregon courts couldn't allow jurors to use punitive damages to punish a defendant for harm done to anybody who wasn't part of the suit.

The instructions about punitive damages have been at the center of the legal battle over the suit brought by Williams' widow, Mayola.

Philip Morris will appeal Thursday's ruling to the U.S. Supreme Court, the tobacco maker said. Business groups have watched the case closely as a precedent setter for large jury awards in product liability suits.

The Oregon high court made its first decision in 2002, refusing to hear an appeal from Philip Morris.

"This compact, as it stands before you, is unconstitutional. It exceeds the governor's power," Mills told the justices. Attorneys for the governor and the tribe said Crist was only acting on existing state and federal law.

"You take the law as you find it, you interpret it to the best of your ability, and you apply it," said Christopher Kise, a lawyer representing the governor. "But that doesn't mean that you rewrote the law."

Mills also said any agreement made by the governor should be approved by the Legislature. Kise, however, says Crist was under a federal order to negotiate with the tribe. Had Crist needed approval from the Legislature to reach a deal with the tribe, those negotiations would not have been in good faith, he said.

The federal law regulating Indian gaming requires any game permitted anywhere in a state must also be allowed by Indian casinos. Broward County pari-mutuels already have Vegas-style slots, and Miami-Dade County voters decided on Tuesday that they want slots at their jai-alai fronton and horse and dog tracks.

But Mills said the compact goes too far in allowing "banked" card games, like blackjack and baccarat, and granting the tribe exclusive rights to those games.

As part of the compact, Florida has already received a $50 million payment from the tribe and is guaranteed $100 million in the first year. The state's share is set to increase to up to $150 million by the third year of the agreement, and after that will be based on revenue. Many expect the state's share to quickly add up to billions of dollars.

If the compact between the state and the tribe is invalidated by the court, the U.S. Department of Interior will give the tribe permission to move forward with the Vegas-style slots, said Barry Richard, an attorney for the tribe. The casinos wouldn't be allowed to add the card games, but then the state wouldn't be entitled to the payments or any regulation of the gaming.

Under the compact, about 800 Vegas-style just began operating Monday at the Seminole Hard Rock Hotel and Casino in Broward County. The high court has no timetable for a ruling.

A court of appeal in October ruled that a jury should determine if Brian Reid has evidence that Google routinely paid smaller bonuses and gave poorer performance reviews to older managers.

On Wednesday, the state high court said it would review that decision.

The Mountain View-based company has denied Reid's allegations but also refuses to say why he was fired. In court documents, the company said Reid was fired when the program he managed was canceled.

Reid sued Google in July 2004, five months after he lost his job as its director of operations.

Callahan asked the Supreme Court Wednesday afternooon to stop the execution.

The Supreme Court on Jan. 7 heard oral arguments in a Kentucky challenge to lethal injection, a case that has delayed executions nationwide. A ruling is unlikely before spring. Alabama uses lethal injection in its executions.

In a 2-1 decision, the Atlanta-based 11th U.S. Circuit Court of Appeals on Tuesday lifted the stay granted by U.S. District Judge Keith Watkins in Montgomery on Dec. 14.

The court said Callahan waited too late to challenge the method of execution.

Callahan, who is now scheduled to die at 6 p.m. Thursday at Holman prison near Atmore, was sentenced to death for the kidnapping, rape and murder of Jacksonville State University student Rebecca Suzanne Howell on Feb. 4, 1982.

Authorities said she was abducted from a coin laundry in Jacksonville and raped before being strangled and dumped in Tallasseehatchee Creek.

In lifting the stay, the 11th Circuit ruling said it did not make any finding on "the relative merits of Callahan's constitutional claim because we conclude the claim is barred by the statue of limitations."

Judges Gerald Tjoflat and Susan Black, forming the majority, said the two-year time deadline began on July 31, 2002, when Callahan selected lethal injection as the method by which he would be put to death. They said he waited more than two years after the deadline expired to challenge lethal injection.

In dissent, Judge Charles Wilson said the time period to file a challenge does not begin "until the prisoner knows or has reason to know the facts giving rise to his claim and the prisoner's execution becomes imminent."

Wilson said the majority's approach "requires a death-sentenced prisoner to file a method-of-execution claim years before his execution is to take place, during which time the challenged protocol could be materially changed."

In his Dec. 14 order, Watkins wrote that the public interest would not be served by an unconstitutional execution, and Callahan's constitutional challenge should be resolved first. The judge said it would be "a waste of judicial resources" to hold a trial on Callahan's suit before the U.S. Supreme Court rules in the Kentucky case.

The state attorney general's office had opposed a stay and appealed to the 11th Circuit.

On Dec. 5, the Supreme Court stopped the execution of another Alabama death row inmate, Tommy Arthur, one day before he was scheduled to die by lethal injection at Holman prison. That stay also stemmed from the pending Kentucky case.

In court documents filed Wednesday, State Farm said Scruggs and Hood were conspirators in an "extortion conspiracy."

Hood issued a statement denying the allegations.

"In an attempt to goad the media into writing another article about their suit, State Farm continues to add more irrelevant, inflammatory and frivolous allegations," Hood said. "I hope the learned members of the media recognize this fact and refuse to fall for their game."

An attorney for Scruggs did not immediately respond to a request for comment.

However, a copy of an e-mail from his attorney, John Keker, was entered into court records. The e-mail from Keker to a State Farm attorney says Scruggs does not plan to participate in Friday's deposition because Keker will be out of the country and unable to represent him.

Scruggs will invoke his Fifth Amendment right against self-incrimination if forced to submit to questioning in the State Farm lawsuit, Keker's e-mail said.

State Farm sued Hood in September, accusing him of using the criminal investigation to coerce the company to settle lawsuits with private attorneys.

The insurer also claims Hood violated his part of a January 2007 settlement in which the Mississippi attorney general's office agreed to end the criminal investigation of the Bloomington, Ill.-based State Farm.

A judge last year ordered Hood to temporarily halt his criminal investigation. Scruggs' deposition is just the latest in the legal wrangling that has followed.

State Farm said in a motion filed Wednesday that the fact that Hood wants to stop the deposition "is very telling indeed."

"General Hood is clearly concerned that his co-conspirator will either tell the truth or invoke the Fifth Amendment on specific questions related to their extortion conspiracy," the motion said.

Hood spokeswoman Jan Schaefer told The Associated Press that "we have not filed any motions to stop testimony in this case."

But one of Hood's attorneys, J. Lawson Hester, wrote in a letter to U.S. Magistrate Judge Michael T. Parker: "I am in no way attempting to be obstructionist as regards the taking of Mr. Scruggs' deposition, but the realistic eventuality that this deposition will not yield a benefit to either party is now known clearly to both sides and I would like to avoid as much unnecessary expense and burden to my client as is possible, consistent with the rights of the respective parties."