Should the two sides remain at loggerheads, Microsoft could still try to force a sale by trying to replace Yahoo's board with 10 directors more inclined to approve a deal. But that risky maneuver, known as a proxy contest, would likely entail several months of mudslinging with no guarantee of success. Even if Microsoft were to prevail in a hostile takeover, it could wind up with buyer's remorse because the hard feelings provoked by the battle would drive off many of the Yahoo employees needed to make the deal pay off, said Arthur Dudley, a New York lawyer specializing in mergers and acquisitions. ``The trick for Microsoft is to figure out where the tipping point is,'' Dudley said. ``They probably don't want to do a hostile takeover and just wind up with some more computer software and a bunch of empty desks.'' Ballmer also has said Microsoft might simply withdraw its offer and walk away from Yahoo.