Microsoft ready for proxy fight to capture Yahoo?

DealBook is reporting that Microsoft plans to authorize a proxy fight to capture Yahoo, which has rebuffed the $44.6 billion bid (since Microsoft's stock went down the deal is valued now at about $41 billion).

For the Yahoo board, the fight is heading for the final rounds. Now is the time for Yahoo to come back with a counter offer or alternative bidder before it gets too ugly and employees start heading for the exits at a faster pace.