Mike Isaac’s Super Pumped (p. 158) describes Uber’s legal department as not “particularly strong” which was “partially design” to increase Kalanick’s control. Isaac remarks that Yoo “would push back on Kalanick occasionally, but her fear of being ‘iced out’ kept her from getting in Kalanick’s face about every legal concern she had.” Isaac continues: “Yoo was often unable–and at times reluctant–to influence her boss. When she did decide to raise an issue with Kalanick, Travis regularly treated her concerns as just another annoyance, especially when they had to do with legal compliance.”
Salle Yoo demanded $100 million when leaving Uber, got most of it
Business Insider reports that when then-General Counsel Salle Yoo prepared to leave Uber, she sought a $100 million severance package, entailing the repurchase of her Uber shares. Travis Kalanick thought that amount was excessive, but BI says the final amount was “tens of millions” although less than 2/3 of her requested amount.
BI reported Yoo grounding her demand in thoughts about gender:
Yoo thought it was only fair because she had seen male executives ask for huge exit packages and get them. She had spent her career at Uber encouraging women to lean in. So she took her own advice, opened her negotiations with Kalanick by shooting high and held her breath.
Salle Yoo questioned Kalanick’s handling of Levandowski
In addition to insisting that Uber hire outside investigators to check what improper information Otto held, then-General Counsel Salle Yoo questioned other aspects of Kalanick’s handling of that acquisition. Business Insider explains that she said she wanted Uber to fire Levandowski long before the company did so, and also that she was excluded from critical discussions about Levandowski. Business Insider reports that these disagreements led to Yoo’s departure from Uber.
Kalanick blamed Yoo for mishandling investigation of Otto
Loooking back at an outside investigator’s report that Uber managers did not receive, Kalanick blamed then-General Counsel Salle Yoo, suggesting that too many legal issues were falling through the cracks of her team.
Company leaders did not read report about confidential material held by Otto
Uber then-General Counsel Salle Yoo had insisted that Uber hire outside investigators to check for confidential information improperly held by Otto, before Uber acquired Otto. The resulting report revealed that Otto CEO Anthony Levandowski had copied Google information. But Uber leaders never saw the report because it was sent to outside counsel. Instead, they learned about the report only incidental to Google’s litigation against Uber alleging theft of Google secrets.
Kalanick defended Otto founder Anthony Levandowski
Against the advice of then-General Counsel Salle Yoo and without support from then-Chief Business Officer Emil Michael, Uber then-CEO Travis Kalanick pushed forward with the acquisition of Otto, a startup for self-driving trucks.
Bloomberg reports multiple reasons why Kalanick could have been concerned about the deal and Levandowski’s tactics.
One, Otto consisted primarily of ex-Google staff, and Uber’s acquisition of Otto angered Google leaders, including co-founder Larry Page.
Two, before the deal closed, Uber’s investigators learned that Levandowski had possessed five disks of data from Google’s driverless effort including “source code, design files, laser files, engineering documents and software related to Google self-driving cars.” Uber’s investigators also knew that Levandowski’s claims to have destroyed the disks could not be verified. Kalanick said he did not read the investigators’ report.
Three, Levandowski asked Uber to protect him from legal attacks from Google, and Kalanick agreed to do so.
Even when Google sued Uber over the acquisition, and Levandowski invoked the Fifth Amendment’s protection against self-incrimination to decline to cooperate with litigation, Kalanick continued to support Levandowski, claiming he would eventually be vindicated.
Bloomberg further reports Kalanick calling Levandowski his “brother from another mother.”
Business Insider adds that Kalanick had vouched for Levandowski. Meanwhile, Emil Michael, then Uber’s head dealmaker, did not support the acquisition because he thought the price was too high.
Uber then-General Counsel prioritized solving business problems over legal problems
In a 30 minute podcast on Legal Talk Network, Uber then-General Counsel Salle Yoo remarked:
I tell my team, “We’re not here to solve legal problems. We’re here to solve business problems. Legal is our tool.”
She continued: “I am going to be supportive of innovation” — broadly indicating prioritizing innovation ahead of compliance with the law.
Then-General Counsel Salle Yoo “expressed reservations” about acquisition of Otto
In summer 2016, Uber then-CEO Travis Kalanick sought to acquire a startup called Otto which specialized in self-driving vehicles. According to Bloomberg, then-General Counsel Salle Yoo “expressed reservations about the deal” and insisted on hiring Stroz Friedberg (cyber investigators) to assess any impropriety including the possibility, already known to her and Kalanick, that Otto co-founder Anthony Levandowski was bringing files from Google, his former employer.
Bloomberg reports that Uber’s board wasn’t aware of these concerns, the Stroz findings, or Levandowski’s retention of Google files.
Kalanick “promoted” then-General Counsel Yoo to sideline her
As then-Genreal Counsel Salle Yoo pushed for Uber to comply with the law, then-CEO Travis Kalanick reassigned her from General Counsel to Chief Legal Officer. Kalanick styled this as a promotion, but Bloomberg says his “true intention was to sideline her from daily decisions” (based on assessment from two employees who worked closely with them).
Legal department “spirit of rule-breaking”
Bloomberg reported that then-CEO Travis Kalanick encouraged then-General Counsel Salle Yoo to create a legal department with what Bloomberg called a “spirit of rule-breaking.” In a performance review, Kalanick told Yoo she needed to be more “innovative.” Bloomberg reports that Yoo considered herself “liberated” by not having to follow “best practices,” being allowed “to do things the way I think things should be done, rather than the way other people do it.” But Bloomberg says Yoo failed to challenge Kalanick and his deputies, or raise objections to Uber’s board.