UPDATE: Uber Due Diligence Report Reveals What In-House Lawyers Knew in Otto Acquisition
A key document in Uber's court battle with Waymo was finally been made public Monday evening, which shows what Uber execs, including some in the legal department, knew ahead of Uber's acquisition of Otto.
October 03, 2017 at 06:00 PM
5 minute read
This story has been corrected to reflect that, according to court fillings, Salle Yoo saw the due diligence report later than Angela Padilla and Justin Suhr did.
A key document in Uber's court battle with Google Inc. driverless car division Waymo was finally made public Monday evening. Waymo, which pushed for months to gain access to a due diligence report, has claimed the report could show that Uber knowingly acquired stolen intellectual property with its August 2016 purchase of Otto.
With an Oct. 2 filing, it's now become apparent what Uber execs, including some in the legal department, knew ahead of the acquisition. The due diligence report, prepared by forensics firm Stroz Friedberg, said that former Waymo manager Anthony Levandowski had Google information, met with Uber execs about forming a new company while still a Google employee and destroyed highly confidential Google proprietary information.
Earlier filings in the case show that a number of attorneys from Uber's legal department, including associate general counsel Angela Padilla and legal director Justin Suhr, saw the due diligence report leading up to the Otto acquisition. Salle Yoo, according to a later filing in the case, received a copy of the report in May of this year. And in a couple of late September court filings, Waymo alleged that Yoo was heavily involved in the due diligence process and possesses information that's “central to Waymo's case—among other things, her top-down view of the diligence conducted by Stroz[.]”
In response to request for comment about the report, an Uber spokesperson said an independent forensics firm was hired in order to “prevent any Google IP from coming to Uber.” The spokesperson added: “Their report, which we are pleased is finally public, helps explain why—even after 60 hours of inspection of our facilities, source code, documents and computers—no Google material has been found at Uber.”
Stroz was retained in March 2016 in order to determine whether Levandowski and other Otto employees possessed confidential and/or proprietary information from Google and whether they had breached certain obligations, such as non-compete agreements, when they moved to Otto.
The report sheds some light on the efforts taken to theoretically ensure documents and information provided by the Otto employees were not mistakenly reviewed or produced to Uber and outside firm Morrison & Foerster. Documents and communications believed by Stroz to be non-privileged and relevant were to be placed in a folder to be reviewed by counsel for Otto and Otto employees. Documents subject to privilege were to be removed from the folder and only upon written authorization from counsel for Otto and its employees would Morrison & Foerster receive access. In August 2016, it was decided the report could be published to involved outside counsel and in-house counsel from Uber and Otto.
Yoo and her colleagues who read the report would have learned that Levandowski: “(a) possessed Google information; (b) met with a number of Google employees about joining his start-up company; (c) met with Uber executives, while employed at Google, about forming a new company; and (d) destroyed highly confidential Google proprietary information he had stored on five disks…including source code, files, and software pertaining to self-driving cars.”
Others at Otto similarly met with Uber execs while still Google employees, according to the report, and in some cases, also transferred varying types of Google information or data, such as work emails, to personal accounts and/or devices.
Former Uber CEO Travis Kalanick has insisted that it was made clear to Levandowski that he didn't want Google's proprietary information at Uber. The report echoes this in a number of places, noting for instance, that Kalanick said in a meeting with Levandowski and Otto co-founder Lior Ron that “he did not want any of that data at Uber and he did not want to know what happened to the disks so long as they did not land at Uber.”
Central to Waymo's case will be proving that this proprietary information actually did make it to Uber. The trial date, originally set for Oct. 10, has been pushed back to Dec. 4, it was announced Tuesday. Waymo had asked for the delay because of the “enormous quantity of new information revealed by the production” of the report and related materials.
“[T]he new evidence indicates that there is other proprietary information, contained in the new documents, that made its way to Defendants,” Waymo said in its request for the delay. “The investigation of this material has only just begun, and Waymo is entitled to the time and full discovery necessary to confirm exactly what proprietary information Defendants gained from Levandowski and Ottomotto.”
Uber countered that Waymo had not shown cause for a continuance, adding that the due diligence report was being used by Waymo “as an excuse to back out of its prior trial commitment.”
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