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I assume that Otto execs indemnified Uber with respect to the intellectual property, given that it was a primary value in the acquisition. If so, Uber can claw

• will_brown 9y ago
  It's basically a boilerplate provision in asset purchases, Merger/aquisition, assignments, licensing agreements, etc... However, Uber's behavior is so open and notorious in terms of disregarding policy/rules/regulations/laws that it really wouldn't surprise me that if there is bad behavior here, then evidence exist showing Uber knew or should have known; therefore, if that is the case then even with indemnification, warranties and guarantees in any and all Agreements concerning IP, Uber could be liable. Still unless that smoking gun evidence is found or some evidence of spoilation to shift the burden, it is a high legal standard to use past bad behaviors as evidence of bad behavior here, unless there is a clear pattern. As easy as it is to demonstrate past bad behavior can it be demonstrated that have knowingly/intentionally/negligently violated IP of its competitors?
• thetrb 9y ago
  I tried to look up the Skype acquisition since this seemed crazy and this is what Wikipedia says: "In September 2005, eBay acquired Skype for $2.6 billion.[13] In September 2009,[14] Silver Lake, Andreessen Horowitz and the Canada Pension Plan Investment Board announced the acquisition of 65% of Skype for $1.9 billion from eBay, which attributed to the enterprise a market value of $2.92 billion. Microsoft bought Skype in May 2011 for $8.5 billion." Looks like Ebay paid 2.6B for Skype, then got 1.9B for 65% of it and presumably another 2.8B for the remaining 35% once Microsoft acquired it. Doesn't sound like such a bad acquisition.
  • ziszis 9y ago
    The miss isn't that eBay made money on the transaction in the end. The miss is that eBay completely failed to secure the IP rights to Skype. Zennström (CEO of Skype) was essentially able to sell his company twice and eBay made less than they would have without the mistake.
• siegel 9y ago
  Presumably they did, but oftentimes indemnification for IP claims in the M&A context is limited to just a percentage of the total consideration for the merger. So, it's very possible that indemnification would be capped at, say, $68M or $136M. Certainly not nothing, but also not $680M.
• woodandsteel 9y ago
  >I assume that Otto execs indemnified Uber with respect to the intellectual property, given that it was a primary value in the acquisition. If so, Uber can claw back the $680M they spent. Uber's big problem is not the $680 million. It's that if Waymo's claims are true, then Uber's self-driving car program will likely be shut down, and they will have to start all over from scratch. And that in turn means other companies are going to beat them, likely by years, to fielding self-driving taxis, and that would be the end of Uber.
  • diebir 9y ago
    How did you figure that it would be "shut down" and what does this mean in practical terms?
    • erikpukinskis 9y ago
      The court orders them to stop using any code or designs that were touched by former Google employees, AKA all of their code and designs. They would then have to hire a new team of people who never worked at Google, or with the former Googlers, and do a "clean room" reimplementation of a self driving vehicle, based on publically available materials and tools.
      • woodandsteel 9y ago
        Right. And the very first step would firing Levandowski, the head of their self-driving car program.
        • paul7986 9y ago
          Followed by the board somehow firing Kalanick to save Uber from himself!
      • gt2 9y ago
        How practical is enforcing that? Can the knowledge they already obtained really be undone?
      • 9y ago