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As wonderful a product as Uber is, part of what makes it successful are the lawyers working behind the scenes. In this episode of In-House Legal, host Randy Milch talks to Salle Yoo, Uber’s General Counsel, about the state of Uber’s legal department today, what they expect from their lawyers, and how lawyers sometimes must leave their comfort zones to seize new opportunities. They also discuss handling crazy growth rates, as well as past and future Uber products. They conclude with thoughts on privacy and how the company is working to incorporate it into their services.

Salle Yoo is General Counsel of Uber, the world renowned app-based ride hailing service. Prior to that, she was litigation partner at Davis Wright Tremaine LLP where she represented energy, telecommunications, and technology firms, as General Counsel, ensures that Uber can rapidly expand its global presence and sustain long-term growth in existing markets.

 


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In-House Legal

Uber GC Salle Yoo on Comfort Zones and Seizing New Opportunities

02/16/2017

[Music]

Intro: Welcome to In-House Legal, where we cover a variety of issues pertinent to the general counsel and in-house legal departments of small, mid-size, and large organizations.

Join host Randy Milch each month as he discusses the latest developments, trends and best practices for this very busy and often complicated area of law. You are listening to Legal Talk Network.

[Music]

Randy Milch: Hello. My name is Randy Milch and I am the host of In-House Legal on the Legal Talk Network. I’m honored and happy to have as my guest today Salle Yoo, the General Counsel of Uber. Salle is Uber’s first General Counsel and has grown a legal department from 1 to over a 120 in three years, all amid the intense legal activity accompanying Uber’s explosive growth. This is going to be a great half hour with Salle Yoo. Salle, welcome to In-House Legal.

Salle Yoo: Thank you Randy! I’m happy to be here.

Randy Milch: So let’s take one second to lay some groundwork here. I think everyone is familiar with Uber’s ubiquitous ride services, but you guys are branching out all the time. You have UberPOOL and UberEATs, and please just give us the lay of the land on what products Uber is rolling out or using today, so that we can get an idea of where we can talk about legal issues?

Salle Yoo: Sure. So when I joined Uber back in July of 2012, we had one product as you may know. It was Uber Black. And Uber Black, when you used the Uber app back in July of 2012, it’s brought you a license limo in the cities that we were in. And you’re absolutely right, I think as a tech company one of our basic tenets or our belief is that we have to be willing to disrupt our self. And the first instruction that we saw or that we implemented was UberX and UberX is a licensed but not commercially licensed driver who drives under our million-dollar insurance policy and with our background check, but it brought more drivers and more vehicles and more options to the consumer at a lower cost point. And as we were starting to roll that out across the U.S., our heads turned to the next disruption and that leads to UberPOOL.

UberPOOL is a product where people actually going the same direction within a certain parameter share rides, And we’re very excited about UberPOOL in San Francisco it’s becoming a significant portion of the ride that happen, and we’re excited about it for the environmental implications that people sharing rides and also the impact on congestion. And then as a tech company we’ve always viewed our poor service as really a platform that brings suppliers and users together. And so, I think kind of emphasizing that, we’ve recently launched UberEAT.

So now we have a separate app, we eventually rolled that out as a separate app that now will bring you food, and I guess at some point the dream is that as you are going home, the car that picks you up to take you home from work will also have your dinner in the trunk so that everything arrives together that we’ll see.

Randy Milch: Well, that almost makes you want to go back to work Salle, just be able to experience that, but I think I’ll hold off. So Salle, tell us a little bit about your background here, it’s very interesting the folks who end up In-House and you’ve had your share of background here. So tell us about why you decided to go to law school and your first job out of law school, how you chose where you were going to go?

Salle Yoo: Sure. So when I think back on what were the markers that propelled me towards law school? I think there were several. I think as an Asian-American growing up in the late 1980s, I graduated from college in 1992; I am from a first-generation immigrant family and within our community, a good child who was expected to go to medical school. And I definitely knew by high school like that was not going to be the path for me. I was actually very, very interested in government. I majored in government in college, and I was very interested in political systems and I just thought, law maybe the right path for me.

So being an obedient Asian-American I went straight from college to law school. I found that when I came out of law school that I actually really needed a break, needed to really think about where I wanted to go. And so I joined a political campaign and worked on a political campaign during the 96 election. Unfortunately my candidate lost, which meant that I had to go out there and get a real job, and that’s really kind of my foray into the working force I guess as a lawyer.

(00:05:07)

So I joined a law firm and I was doing litigation and regulatory work, and I was actually fairly I think as law firms go, I was fairly happy there and I actually really enjoyed the practice of law. So there were a couple of reasons why I stayed, needless to say, I stayed in a law firm for 13 years and I had made partner at my Law Firm Davis Wright Tremaine, and I was frankly planning to be there for the rest of my career and to really work on becoming a woman partner at a law firm trying to figure out that puzzle about how to be a true partner to my business clients. And then this opportunity came by and it really resulted in a major pivot in my career plans and my career trajectory.

Randy Milch: And how did Uber find you or did you find them?

Salle Yoo: Yeah, so that’s a great question. I was not there outside counsel. I get asked that a lot, were you representing them before? The way that it came about was in April of 2012 I had one of those classic weekends where I got a new client on a Friday afternoon at 4. The new client wanted to go in and file a complaint on Monday, they were trying to close the transaction, they needed a consent and they couldn’t get this consent and they wanted to ask the court to compel this consent.

So, I had a bunch of work over the weekend. My two key associates, one was on her way back from India, the other had a family emergency and was also out of town. So I had all these workforces in play. And then, I have two stepsons and they were fairly young at the time and we had planned a family birthday party that Saturday. So it was a bit of a collision course, people talk a lot, especially lawyers about work-life balance, and my life was severely out of balance that weekend.

I made it through that weekend. I had a pre-scheduled lunch with one of my friends Jay Kim at Major Lindsey & Africa. And during that lunch she said to me, would you ever go In-House? Up until that point I’d only talked to Jay about my ambitions to become a partner. She and I had been friends since we were associates together. And I think because of the confluence of those events, for the first time I said to her maybe for the right opportunity. And Jay being who she is, and very good at what she does, she opened up her purse, pulled out a sheet of paper and put it under my nose. Being a good friend and a good Asian-American, I dutifully looked down and started reading and it was the listing for Uber GC.

Randy Milch: So it was a real confluence of events then. It was just a little push from work and having a great friend who probably has had been scheming to get you to go In-House for some time secretly?

Salle Yoo: Yeah, and you know, when I talk about that moment with more junior lawyers, what I try to convey is that, when things seem out of balance, and I think as lawyers we’re very interested in keeping things in balance where we hold ourselves up to this model where we are in control and everything is moving smoothly.

When things are out of balance, you need to really open your eyes, because I look back on that moment and think, if I hadn’t had those kind of pressures, would I have said perhaps, or would I have said my usual answer, which is, this isn’t the right time, come talk to me after I’ve done X, Y & Z.

Randy Milch: I think that’s right. I think it’s also a testament to your willingness to seize an opportunity, which is another aspect of lawyers that sometimes younger lawyers need to be prodded a bit, because we tend to be a conservative group by nature and tend to be so busy with our heads down working through what’s in front of us. As you say, talk to me after I finish X, Y or Z. We always have an X, Y or Z, but looking up and looking around and seizing an opportunity can be a valuable lesson for a younger lawyer even if it’s a little bit outside your comfort zone, which I assume despite everything else, you had a little bit of trepidation when you decided to leave the comfort of Davis Wright. You were comfortable there and going to an entirely new environment where as a lawyer all eyes were going to be on you to help this company move forward.

Salle Yoo: Absolutely. I think you’ve hit it on the nail. I was comfortable I knew where I was going,  I was in that, you know, I certainly hadn’t solved or unraveled all of the puzzles and challenges of being a partner, but I kind of knew what that structure looks like, and then there was this kind of entry of an opportunity that I never anticipated.

(00:10:01)

So I’m very transparent about the fact that when Jay presented me with this sheet of paper, actually I didn’t know what Uber was. So back in of April’s 2012 Uber was obviously in fewer cities and the first adopters were always the tech community and I was not necessarily in that community. I was in a much more traditional — my clients were much more traditional brick-and-mortar companies. And so, the first thing that I did when I looked at the posting and realized that it really described me. It was looking for a lawyer with my level of experience and my expertise in litigation and regulatory, and it really piqued my interest.

So the next thing I did was, I prepared for this like and I researched this like I would do, as any good litigator would do. So I went on the Internet and watched every video I could find about Travis Kalanick. I searched this company to understand what it was about and then I signed up and tested the product around San Francisco at what I consider a high demand or low demand times to see how it worked.

And at the end of the day I just fell in love with the product, and I could really see that this is a product that could have a place in people’s lives and it’s a product that I had the visceral, emotional reaction too, such as I did when I got my first iPhone where I just thought “I love it”. And so, with that I kind of propelled into let’s see how far we can go and whether this is the right path for me.

Randy Milch: So you go to Uber, you get the job, obviously, they fell in love with you and now you are lawyer number one in 2012 and tell us where the legal department in Uber is today, what number is the last lawyer you hired?

Salle Yoo: Right. So the legal department today is over 220 professionals. We are about two-third lawyers, one-third paralegals, and we sit in over 22 offices around the world. So when I think back on that trajectory, one, I laugh at myself because I did a org chart when I first came to Uber and got a sense of how fast we would grow and how it would grow beyond kind of what I was planning for.

And so, I did a two-year org chart and a five-year org chart and I blew through that in I think the first 18 months, and so clearly, I dreamt too small but the team grows is something that I look back and the learning for me is to always dream big, perhaps bigger. And two, I look at the complexity of the issues that we handle and the opportunities that I’ve had to learn about so many areas of law that I wouldn’t have had otherwise.

Randy Milch: To what extent do you think the propulsion is — I mean, I understand the explosive growth and it’s in many respects every — I assume every jurisdiction has its own legal battle and its own legal construct given the regulatory nature you’re facing. Do you think that this is a — that you’re actually at an accretion rate that’s higher now because of your geographic expansion and have you noted that say in places where you’ve been for years, in San Francisco or wherever, is the amount of lawyer time decreasing so that in fact once Uber blankets the earth, will you need as many lawyers to lawyer it or do you think that it’s a growth propelled mechanism at this point?

Salle Yoo: When I look at my legal department and the metrics between inside and outside stand, where I have had really good success is in regulatory and transactions. We pretty much do all of that work internally and Uber is definitely a place where regulatory is one of the first kind of — my regulatory lawyers are part of the team that open a city. I think we’re different from other companies in that way and our regulatory issues in the first few years of our business any particular city or country are really at the forefront because we need to talk to the regulators, make sure that they understand the business model, understand where we’re going and how it impacts their existing infrastructure or framework or whatnot.

And I’ve built that part of the legal team quite fast because as you know from your experience, one, the business prefers inside counsel because we understand — we see the broad view as to where the business wants to go and we can just move a little bit faster because of that.

So I think on the regulatory side and the transactional side that’s definitely played out and I would have said at some point there will be kind of a curve down once the cities get settled except we have this explosion and this continuum of new products and new regulatory issues.

(00:15:07)

I think one of the things that I didn’t mention earlier is kind of what we’re doing in self-driving and that creates its own kind of a package of regulatory issues and so my regulatory team is actually not contracting at this point.

Randy Milch: No, it sounds like between global expansion and your product expansion, particularly as you seek to disrupt other established industries none of which will go gently, I assume. You’re going to have your hands full on the regulatory legal side for quite some time. So I guess Uber is going to be a great place to be a regulatory lawyer for quite a while, and that’s great for regulatory lawyers. God knows they’re being shed by some other industries. So it’s great news for them.

Have there been other aspects of being a disruptive company that get reflected in the legal department and the people you hire in particular, do you look for a certain type of person since you know you’re going to be on the cutting edge of these issues?

Salle Yoo: So I think in answering that question, if I may tell a small story about my first performance review. So I joined Uber and then we had our first performance review, which is, I sat down with Travis and the way that we do performance review at Uber like some other companies is we do a top-three bottom-three. So it’s a 360 process where we tell each other these are the three things that you’re doing really, really well and these are the things that you need to work on.

And being lawyers I think most of us hear the G3, forget them, focus on the B3 because that’s some of the propellant for lawyers, but Travis said something to me that day and the way that we talk about and the way that I did G3-B3 with my team isn’t to say these are things that you’re doing badly, it’s more that these are things that are very important to me as a general counsel or me as a business executive that I want you to get better at so that we can be aligned.

And one of the things he said to me in that performance review was I want the legal department to be innovative and I tell this story about, back then, I think this was early 2013 I was still playing a ton of tennis. I thought that that was still possible. I am no longer playing tennis, but I went that night and played tennis with my husband, and frankly, I was fuming because I said to my husband who is also a lawyer, look, I have such a myriad of legal issues that have not been dealt with. I have constant regulatory pressures and I’m trying to grow a team at the rate of growth of this company that has a growth rate like a true hockey stick. I’m trying to do things optimally and well and be a leader and on top of that I have to be innovative.

And during the course of that, tennis match or whatnot, I kind of worked out through my system and at the end of that match I said to my husband, I actually find it liberating. This is the first time that as a lawyer I’ve been asked to be innovative. What I’m hearing from this is I actually don’t have to do things like any other legal department. I don’t have to go to best practices, I have to go to what is best for my company, what is best for my legal department and I should view this as actually freedom to do things the way that I think should be done rather than the way that other people do it.

And so, I tell that story because that’s kind of where I started when I started building up my leadership and the team and I tell that story to each hire because I wanted to come into Uber and first of all we like many other legal departments, I tell my team we’re not here to solve legal problems, we’re here to solve business problems. Legal is our tool, it’s our special tool that we have, but at the end of the day we’re here each of us to solve a business problem, and in getting there I want you to think that I am going to be supportive of innovation. You don’t have to do things like every other team if you think you can do it better and differently.

And so, I look for a little bit of that, especially at the very, very top. People who are willing to not only be subject matter experts, but who are willing to kind of broaden their mind and really think with all of their brain on how to solve a problem, how do you open up a city, how do you get this deal done as fast as possible? What are the things that you can and cannot ask for?

So I hope that gives you a little bit of a flavor as to what I’m looking for as I grow this legal team, and I think the other thing is, after the first week of being at Uber I said to my husband, I don’t know why I thought going In-House, I’ve never had so much fun, and the second part of that conversation was, I’ve never worked so hard in my life and I think that has really proven true.

(00:20:01)

What I say to people who come in is at this stage of this company’s maturation, you will work harder then you have ever before, and I want to be transparent with you about that. I work harder here than I ever did at the law firm and that includes the two years before I made partner.

Randy Milch: Well I think that that is the legal ladder comment is exactly right. I too was a young litigation partner when I decided to go In-House and spent many, many, many more all nighters working at the then Bell Atlantic back in the 90s then I ever did as a young litigation senior associate and then junior partner. And as you know, having done it yourself, it’s usually the senior associates, the junior partners who are actually spearheading all the litigation at a firm. So, you’re absolutely right that people shouldn’t expect an easy time going In-House. They might be able to expect the ability to regulate their own schedules a little bit more, but certainly not an easier time.

So you’ve given us a good idea about how you go about selecting people, but let’s talk about one other aspect of this. You went from I’m sure an intensely flat legal department to one with now over 220 professionals that’s not going to be flat anymore. How do you layer in people unexpectedly, because I’m sure there are folks who are wonderful producers who have been with you for a while, but may not be people you want to expect to be managers of others, so how are you handling that sort of problem of building a little bit of a hierarchy that makes it easier for you and others to keep organized over such a broad geography and such a broad number of products?

Salle Yoo: So that was one of the toughest challenges I think over the last four years. I now have nine levels in my legal department. So I went from basically two levels myself and for other people reporting directly into me, to a structure that eventually had nine levels and three regions, and I think that that is difficult because that happened over such a short period of time. So my first hire into the legal department started in January of 2013. If you think about it, those nine levels were implemented at the end of 2014. So it was a very compressed period of time in which I recognized that we can only grow efficiently if we have some layers and that we start bringing people with a bit more experience, a managerial experience who can then teach those underneath them.

And the way that I tried to get there with my early employees, because those are the ones where, for whom the ground underneath them was constantly moving and that becomes an uncomfortable place from which to do your job, is I try to be as transparent with them as to why I felt that layering was necessary. And what it came down to was, if we were growing at a slower rate and if the issues that we’re facing Uber were not quite so diverse, I would have more time to mentor them. I tried to hire people with that capability of growth with more headroom than their experience shows in terms of managing other people and whatnot.

So what I would say to them is, look, I am bringing in, I think this is the right time to bring in a leader between you and me. The reason why I’m bringing in this leader is because I no longer have the time to have a one-on-one with you every day or even every week. I need to bring in someone who can teach you what you need to get you to that next level, to teach you on a day-to-day level how to influence within a company, how to manage other people? What type of reporting up does Salle need you to have so that she can do her job. And I think that when you start off first with what is the goal and get them aligned with you that what you are looking out for is their own personal development, as well as the needs of that department itself, then that becomes an easier conversation.

Randy Milch: I’m sure that’s true. Let’s turn for a second to public policy. I understand that you provide leadership on the legal and the regulatory fronts, but you have a fellow employee who’s not in the legal department who is also a public — head of Public Policy. How do you coordinate with the public policy folks, because there’s a very fine line in many instances, particularly in a regulated industry between what is public policy and what is regulation and what is legal. How have you made the split there?

Salle Yoo: So absolutely at Uber I have legal and regulatory and Rachel Whetstone has public policy and communications, and the way that we manage, I think for Uber this is the absolute correct model and the way that we manage that work is we stay very closely aligned. We have regular one-on-ones, our teams work very closely, and each of her heads has a partner on the legal team who is available to provide that legal advice. And where the lines get fuzzy as to who should be doing this meeting, I kind of toe the line, is it a regulatory meeting? Is it an ongoing relationship relating to regulations, then probably the regulatory legal team needs to go in?

(00:25:11)

Is it a policy meeting where we’re looking at new laws? We may be in the background drafting the proposed model regulation, but really it’s on them to start socializing and getting support on a high-level to shift in public policy and I say that this works for Uber because I’ve learned obviously, in every job you learn a bit about yourself. And I am a lawyer at my core, which means that I think my first instinct is to understand and identify the risk and to be in the details and to master the details.

I found that my public policy team members may not be in the details are much more comfortable, kind of pushing beyond what is into what could be, and I’ve actually learned from that. And so that combination of being in the details, not being in the details tends to work really well for us.

Randy Milch: One of the issues that I’m sure you face is that relating to the information that comes to you, comes to Uber from its products and your natural concerns about the privacy of your customers. How does the legal department interact with the business on questions of ensuring privacy and building privacy into your products?

Salle Yoo: So one of the first kinds of direct reports into my org that I brought in was my head of privacy. And one of the things that she educated me on very early on is that it’s not just about privacy, it’s really about data security and at Uber the privacy of our users and the security of the information that we hold on them is very, very important. So what that means is that my privacy team, again, I have a product, I have started rolling out a product council org so that as products are being built my product councils are way-in on the privacy and data security implications guiding the product from the outset rather than after it’s been built. And my privacy team has relationships and kind of what we call internal clients into all of the major departments within Uber that kind of touch on user privacy.

And as you can imagine there’s a lot in our business. There’s the writer privacy, there’s the driver privacy, there’s also kind of what can or cannot be done in the background in terms of collecting data so that we can improve the product for the writer or the driver.

So privacy is rapidly rising to that level where it kind of permeates a lot of the decisions that get made at this company. I think that our company is unique and that regulatory tends to be the paramount legal kind of influence on the business, but the privacy is quickly rising there.

Randy Milch: Yeah and of course the fact that you are extensively regulated actually gives you another tender flank on the privacy front, right? It’s not impossible for a regulator to decide that they’re going to become a privacy regulator even if they are predominantly some other type of regulator, indeed privacy being such a hot topic. Many traditional regulators are seeking additional efforts, additional authorities or proclaiming additional authorities in the privacy area to keep themselves relevant. So I think that it’s interesting that that you note that, but you may see them coming together at a certain point, certainly that was my experience that once a regulator has some authority over you, they don’t willingly ever give it up.

Salle Yoo: That’s right and I have — I think from my former regulatory experience, I had a bit of that understanding coming in and you’re absolutely right. I think that regulators are becoming more engaged in terms of privacy as they understand the data that is being collected or being deposited with the entities that they regulate and they are also taking efforts on their part to make sure that they’re growing their expertise in this area. But you’re right; it does seem sometimes that every agency is kind of interested in data and in privacy issues these days.

Randy Milch: Well Salle, thank you very much for speaking with us on In-House Legal today. It’s been a hugely informative half hour.

Salle Yoo: Thank you.

Randy Milch: And I want to thank all of you who have listened to our podcast today. For any of you listeners who would like more information about what you’ve heard today please visit  HYPERLINK “http://www.legaltalknetwork.com” www.legaltalknetwork.com or you can follow us on iTunes, RSS, Twitter and Facebook.

That brings us to the end of our show. I am Randy Milch and thank you for listening.

Outro: The views expressed by the participants of this program are their own and do not represent the views of, nor are they endorsed by Legal Talk Network, its officers, directors, employees, agents, representatives, shareholders, and subsidiaries. None of the content should be considered legal advice. As always, consult a lawyer.

[Music]

Episode Details
Published: February 16, 2017
Podcast: In-House Legal
Category: In-House Counsel
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In-House Legal
In-House Legal

In-House Legal, hosted by Randy Milch, covers a variety of issues pertinent to the general counsel and corporate in-house legal departments.

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