Good corporate governance is something that affects all of us as investors, and the SEC is currently entertaining a proposal that would have some far-ranging implications for the common good. As guest writer Eliot Cohen writes today, insiders are spouting lies, half-truths, and hubris to keep investors from getting fairer elections for boards of directors. Read his story, and then tell the SEC what you think.

In today's Motley Fool Take:

Google's Froogle Goes Shopping

By Alyce Lomax (TMF Lomax)

The search wars continue. Google's made the latest move today, having smacked its Froogle service for online shoppers up on its home page early today. Froogle has now been promoted to the lineup of tabs that Googlers can use for more specific search.

It's almost too predictable that Froogle's gone live the first business day after Yahoo!(Nasdaq: YHOO) announced its purchase of European comparison shopping firm Kelkoo. (One might wonder how Amazon(Nasdaq: AMZN) investors are feeling about these recent developments -- considering Amazon's function as an online mall and discounter.)

Google's press announcement not only unveils Froogle, but also the ability to search for numeric ranges and images in its news service. In addition, Google announced new features where users can conduct searches that garner query answers based on their personal interests as well as Web alerts, which search out specified results and deliver them via email.

Though Froogle's shopping search engine is higher profile and seemingly timed to rebut Yahoo!'s announcement Friday, it's those personalized services, currently in beta, that may add even more traction when it comes to courting -- and retaining -- users in the Wild West of search.

Last week, Microsoft(Nasdaq: MSFT) admitted its missed opportunities in search, going with the it's-better-late-than-never approach as it vowed to develop similar services. It's got some plans up its sleeve as well, including the question-and-answer search format popularized by Ask Jeeves(Nasdaq: ASKJ), as well as searching blogs.

Given that, it's tempting to say that Microsoft's coming too late to the party; it feels like the "hindsight is 20/20" principle is at work. Meanwhile, it's not hard to imagine Google as out of breath right now, as it tries to keep up with Yahoo!'s continued aggressive onslaught of search-related services.

On the other hand, Yahoo!'s attempting to regain lost search turf (not to mention boost profits), and as a result, one could argue that the Google IPO sounded like a much more compelling concept several months ago. Both seem fairly well-occupied with each other. Despite Microsoft's tardy entry, maybe it's in the best position. After all, it's hardly unprecedented for the technology giant to find out what works for users, and then swoop in to trump the existing players -- both of which happen to be at each other's jugulars.

Alyce Lomax does not own shares of any of the companies mentioned. She can't help but wonder why Google's News tab wasn't named Noogle.

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Amgen Deals Again

By Jeff Hwang

A few years back, Amgen(Nasdaq: AMGN) swallowed rival biotech Immunex in a landmark $16 billion cash and stock deal. This morning, it was at it again, agreeing to buy the roughly 80% of drug developer Tularik(Nasdaq: TLRK) it doesn't already own. The all-stock deal is valued at $1.3 billion.

When the Immunex deal was announced in late 2001, Fool analyst Tom Jacobs felt that Amgen overpaid, though with its own overpriced shares. To the table, Immunex brought blockbuster injectable rheumatoid arthritis treatment Enbrel to complement Amgen's dynamic trio of Aranesp, Epogen, and Neupogen.

Unlike Immunex, Tularik offers no blockbuster, but five candidates, along with a proprietary gene-expression platform focused on oncology, inflammation, and metabolic disease. Perhaps the biggest similarity between the two deals is that like Immunex, Tularik doesn't come cheap.

Still, even at a hefty 47% premium to Tularik's Friday close, the deal makes some sense given that Amgen already owns 21% of Tularik. In addition, Amgen cites Tularik's location in South San Francisco as accelerating the company's expansion into the biotech hotbed, where Genentech(NYSE: DNA) has thrived.

Go ahead and gripe about the price, but it's hard to argue with Amgen's track record or with its latest play. Apparently, the market agrees: Amgen is up almost 3% to $59.71 in early afternoon trading.

Fool contributor Jeff Hwang owns none of the companies mentioned above.

Qu ote of Note

"If all economists were laid end to end, they would not reach a conclusion." -- George Bernard Shaw

Hollywood Sellout?

By Seth Jayson

Hollywood Entertainment's (Nasdaq: HLYW) shareholders woke up to a nice 30% gain this morning on news of a $14 per-share private buyout by Leonard Green and Partners. The deal will give Chairman and CEO Mark Wattles about half of the private company.

Is this a good deal for shareholders? With the stock trading recently under $11 per share, a level it hasn't seen since the fall of 2001, you could argue that this is a kind way of putting stockholders out of their misery. Of course, anyone who bought before November 2003 is likely to be looking at a loss.

If I held shares, I'd probably be happy to get rid of them. Over the past couple of years, 80% or more of the firm's cash flow from operations has been consumed by capital expenditures. It has also spent nearly the same amount repaying debt. That means cash has been coming from the issuance of more debt -- or stock -- which is not the greatest way to fund a business with dwindling prospects.

In January, we looked at Hollywood's warnings and the consequences of the sagging rental market. In discussing a potential spin-off from Viacom(NYSE: VIAB) last month, W.D. Crotty looked at the similarly anemic numbers at No. 1 Blockbuster(NYSE: BBI).

The major problem seems to be that game and DVD sales are picking up at the expense of rentals. That's not quite the case at my house, where we just signed up for Netflix(Nasdaq: NFLX), and swore never to visit either of our two neighborhood Hollywood outlets.

Convenience is the main issue for us, and quite frankly, as gridlock increases, getting to the strip mall is about as pleasant as Dustin Hoffman's dental treatment in Marathon Man. The usual 15-minute wait for disgruntled employees to grudgingly check us out and the fatally fingerprinted discs sealed the deal.

With customers like us, I wonder about the firm's potential. Hollywood's shareholders ought to take the money and run. There are better places to invest -- and get movies.

Fool contributor Seth Jayson has a Netflix cue a mile long. He has no stake in any company mentioned above. View his Fool profile here.

Discussion Board of the Day: Help with this STUPID Computer!

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Mo re on Today

Mathew Emmert goes gambling in Vegas and comes back rich with investing insight. Find out a thing or two about your investing profile in Vegas Psychology.... Speaking of psychology, Bill Mann talks reverse pyschology in Buying What You Hate. He's got bad stocks that paid off handsomely. How's that for counterintuitive logic?

In other news:

For a list of all our stories from today, see our Today's Headlines page.