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Ep 93: Legal’s Crisis Stories: SVB, Uber & More
73 Plays5 days ago
How do you navigate a crisis? Data breaches, bank collapses, CEO transitions, and global recessions are just a few of the hazards that can challenge general counsels and other executives and threaten the future of their businesses.
In this episode, we’re sharing stories of resilience and tough lessons learned from some of the legal and business leaders who have joined us on The Abstract. Keep listening for advice that could prove handy in an emergency.
Read detailed summary: https://www.spotdraft.com/podcast/episode-93
Topics
Introduction: 0:00
Vanessa Wu, GC at Rippling, on surviving the collapse of Silicon Valley Bank: 0:42
Joe Sullivan, CEO of Joe Sullivan Security, on the personal fallout from a data breach at Uber: 7:45
Heath Tarbert, Chief Legal Officer and Head of Corporate Affairs at Circle, on gaining career momentum from the great recession: 12:40
Kristin Sverchek, former President of Lyft, dealing with executive roles and hiring during a crisis: 15:07
Dan Haley, General Counsel and Corporate Secretary at Guild, on managing CEO transitions in a time of crisis: 18:25
Sean West, Co-Founder at Hence Technologies, on how general counsels can get better at navigating political risks: 21:55
Chelsea Grayson, Managing Partner of Corporate Restructuring at Pivot , on sitting on a corporate board during a crisis: 24:21
Connect with us:
Tyler Finn - https://www.linkedin.com/in/tylerhfinn
SpotDraft - https://www.linkedin.com/company/spotdraft
SpotDraft is a leading contract lifecycle management platform that solves your end-to-end contract management issues.
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Transcript
Introduction to Crisis Management Stories
00:00:00
Speaker
What does it take to stay calm, cool, and collected during moments of crisis? Help your companies navigate through difficult times and deal with the sometimes personal fallout from these moments of crisis.
00:00:21
Speaker
I'm your host, Tyler Finn, and today we are going to be recapping some of the most interesting stories around crisis management from the past few seasons of the Abstract Podcast.
00:00:36
Speaker
Let's go.
Rippling and the SVB Collapse
00:00:42
Speaker
First up, we have Vanessa Wu, General Counsel at Rippling, on how her company navigated and survived the collapse of Silicon Valley Bank.
00:00:55
Speaker
I'm taking a moment to to to recollect because I think all of us at at Rippling who experienced it um have tried to not relive the the trauma. it was an me It ended up being an amazing ah moment for Rippling, but in the moment, it it did feel like the world was possibly ending.
00:01:15
Speaker
So that Wednesday night, um ah SVB had made a ah disclosure.
00:01:26
Speaker
that started spooking the markets. And over the course of Thursday, um it it happened quite quickly that things went from my feeling a little bit unsettled about SVB to SVB CEO, um you know getting on a call with all customers around noon to say everything is fine.
00:01:46
Speaker
You know, we are going to be able to cover all deposits so long as not everybody pulls out all of their money, ah which is not what anybody really wanted to hear, because then everyone's thinking about like, well, I better not be the last person because then what I'm hearing is there's money for most of us, but not if you're last last person.
00:02:05
Speaker
man or woman standing. yeah um And so so then i think sort of like that deep panic started setting in um towards the afternoon of Thursday.
00:02:16
Speaker
um But most folks thought, you know, like this wasn't meaning like there is going to be no SVB in by the next day. Folks thought they were like,
00:02:27
Speaker
ah multiple people who were who were circling as buyers and and and other things. um We at Rippling sort of take very swift action. So we ourselves did have a board meeting that night to discuss ah transitioning over to our other banking partner, JP Morgan, um by by the following week.
00:02:53
Speaker
And we thought that was quite drastic and doing it in a week would be quite drastic. And we started getting folks spun up quite quickly. um But we did not predict that by the following morning, that Friday morning, um the world would have just completely changed. So that Friday, i woke up, there is an unknown phone number. Someone had found my phone number, a woman in Tennessee to ah call and ask if i worked at Rippling and that um that her employees had not received their paychecks.
00:03:26
Speaker
um And so, you know, I think it was probably five in the morning, you know, got online um and saw lots of people scurrying around because we were starting to get calls in from the East Coast that paychecks were not being received for Friday payroll.
00:03:40
Speaker
um And a lot of hourly workers um typically get paid on Fridays. They're on weekly or biweekly schedules. So this tends to be um worker, everyday American workers who are paid on average of like $50,000. So,
00:03:59
Speaker
um you know, good wages, but not ah sort of tax salaries, if you if you will. Sure. Sure. And so folks who are more likely to live paycheck to paycheck. we knew immediately that this was um a huge problem. And I think we had, you know, 40, 50,000 American workers across the country who were expecting paychecks via Rippling that day.
00:04:23
Speaker
um so So we um sort of sprung into action. at at SVB, um they had told us the payments went out, they were just delayed. um And so they were somewhere in the ether between ah leaving SVB and and you know landing in these bank accounts.
00:04:42
Speaker
And then um we saw on the news at the same time everyone else saw on the news that um SVB had been taken under receivership by the FDIC.
Communication Breakdown with SVB
00:04:54
Speaker
um And we were in active communications with folks at SVB. I recall they sent an email like we're about to step into a meeting. And then one of them sent an email back that just said, no wires going out today.
00:05:08
Speaker
And I remember writing an email back immediately. What about ACH? And I got bounced back. by like 30 different people at SVB who are on this thread. And that's sort of when I knew we were on our own, just as these communication systems were fully cut.
00:05:24
Speaker
um Moments prior, they were telling us this was all still going to go out. um And that's when we really sprang into action. we knew we had, ah you know, tens of thousands of American workers expecting paychecks that Friday.
00:05:39
Speaker
ah We decided to hit ah like, an emergency button at at Rippling to actually fund out of our corporate and bank account because we we were fortunate to have quite a bit of cash at that time that would be able to cover, I think it was $130 million dollars of payroll at that time, just to make sure those folks would be able to get paid.
00:06:03
Speaker
um We ah were in conversation with JP Morgan team. They had like, A few dozen folks working with us to move our entire payroll system over to JP Morgan. So that would be up and running on Monday and we would be able to facilitate um paychecks.
00:06:21
Speaker
That next Wednesday was mid-month pay ah day as March 15th. So that was going to be a really big one. um And ah and then Parker, our CEO, ah wanted to make sure that we were going to be able to pay folks that following week for March 15th, no matter what.
00:06:42
Speaker
ah Because a lot of those funds for March 15th payroll were held up at SVB and we were not sure when they would be released. And so, you know, very quickly, we just he he started making phone calls.
00:06:55
Speaker
um We could fundraise. We could take a loan. We could, you know, do work. a whole bunch of different options. And one of our great partners, Green Oaks, um you know big, big shout out to them.
00:07:08
Speaker
They were like, you know we would love to do a financing with you. we will ah sort of provide $500 million dollars to Rippling. They understood we would then possibly just loan that all straight out to our customers to ensure that they would be able to meet their payroll obligations the following week.
00:07:28
Speaker
um And the critical thing was that it needed to be done over the weekend by Monday so that those funds would be in seat and we could tell customers that that's what we were going to do. So those were kind of the key conditions of the deal um dictating the the timing of
Uber's Data Breach and Its Fallout
00:07:45
Speaker
it all.
00:07:45
Speaker
Next up, we have Joe Sullivan, founder at Joe Sullivan Security and former chief security officer of Facebook, Uber, and Cloudflare, about how he navigated the personal fallout from handling a data breach at Uber.
00:08:03
Speaker
I never believed it was going to come because i I'm still fighting the case. It's still... It's pending on appeal and I still believe I'm going to win and and it's taken some turns that I think are going to help it get there um from a legal perspective.
00:08:18
Speaker
But yeah, I was talking about it with my attorney yeah because, you know, I was terminated. Like I said, I was let go in the fall of 2017, Thanksgiving week and and a very sudden kind of.
00:08:31
Speaker
rude way. And then I went to work at Cloudflare 6. You know, i did I probably felt worse after i lost I was terminated from Uber than I felt when I got indicted just because i just what it blindsided me so much and that the that the company was taking the the view that it was on it.
00:08:55
Speaker
And so
00:08:58
Speaker
I knew for at least a year before the indictment, well, first it was a criminal complaint I was charged with, and then they did an indictment later. So I i learned about the criminal complaint the same way I learned that I was getting fired from Uber in the news.
00:09:11
Speaker
ah Press release? Yeah, the US s Attorney's Office and the FBI did press conferences. They didn't tell me they were going to charge me on that day. I was sitting at my desk working for Cloudflare, working from home because it was August of 2020.
00:09:27
Speaker
20, yeah. So six months into the pandemic, i was sitting at my desk working. And my daughter, who was moving into college ah that week, she was with her mom and they called me because, like, I was i was texting with my ex-wife about how we were gonna um tell her, like literally on the day she's moving into college. I i learned about it.
00:09:50
Speaker
And um my daughter's calls because her friend heard on NPR that I'd been arrested. And so she so she started getting people reaching out to her like, are you OK? Because the FBI put out a press release that was a lie. They they said that they'd arrested me when they actually hadn't. I've never been arrested.
00:10:09
Speaker
I don't know why they did that after I asked them to retract retracted a few weeks later and they did. ah But they put out that fake press release that everybody. So everybody thought I was in jail. Yeah.
00:10:20
Speaker
And I had to. call everybody and say, no, i'm not. um That's quite a typo. So it was. Yeah, so that was a pretty stressful thing. But at that point, I didn't believe it was going to happen because I I knew what it was like when I was a federal prosecutor. Like we had a million cases we could do. And I only did cases where it just felt like um ah honestly, it felt like it was a slam dunk each case because you could pick from so many different ah levels of guilt, so to speak.
00:10:51
Speaker
so And I knew what really happened in in in this case. and And so i didn't believe I just didn't believe it. So I was i was shocked.
00:11:01
Speaker
And then you know and didn't go to trial for another two years, so I went back to work and worked for the next two years and put my trust in my lawyers.
00:11:12
Speaker
I will say that like the other hard part was the first time I went into the federal courthouse in San Francisco here ah a couple of months before the trial. And it just hit me on a whole other physical level. Like, here's an office in a courtroom that I've been into as a federal prosecutor and now sitting at the other table was pretty intense.
00:11:33
Speaker
And I always think of myself as a person who stays calm under pressure because in security you have what could be the worst situation ever come up like once every two months.
00:11:45
Speaker
And unfortunately it usually isn't, um but you know you you have to treat it like it could be the worst thing ever. And so I'm used to that. But when it's about you, it's a much harder emotion.
00:11:58
Speaker
it's it felt like my brain couldn't think the way I normally can. Like usually i can I can look at a situation and be like, oh, we need to do this, this, and this. yeah And i was just like, lawyers, please just do what, like my brain just couldn't, um like even sitting in trial,
00:12:17
Speaker
i just like I just felt like I was a zombie version of myself and I wanted to be more active.
Lyft's Response to Political Crises
00:12:23
Speaker
um who was I think after i lost the trial, but i think of it as winning this, we we won the sentencing because that just like knocked me out of my stupor and I was like, I need to own this.
00:12:35
Speaker
yeah and and did much more for the sentence. I think we all remember the Great Recession. Heath Tarbert, Chief Legal Officer and Head of Corporate Affairs at Circle, had a conversation with me about how he helped the White House navigate the Great Recession and ultimately gained career momentum from the work that he did.
00:13:00
Speaker
So I had started off, my undergraduate was in accounting and finance, and I had studied that. And even in law school, I aspired to be a corporate lawyer. And I wrote my dissertation for, i ended up getting the SJD because I thought I wanted to teach someday on the Basel Capital Accords, which at that time,
00:13:19
Speaker
were completely unknown. Today, they're still arcane, but in the aftermath of the financial crisis, you know you you see them discussed on the pages of the Wall Street Journal and even to some extent on things like the New York Times and the Washington Post.
00:13:33
Speaker
um But then i my career took a turn and I had done these clerkships as we discussed, and i entered the White House counsel's office in ju late July, i believe, of 2008.
00:13:44
Speaker
two thousand and eight And I was brought in because at my time both at the at the court, but also I did a stint at the Office of Legal Counsel, was focused on the law of executive privilege.
00:13:58
Speaker
So they originally hired me to sort of deal with constitutional issues involving the tensions between the presidency and Congress and the dispensing of information. When I walked in the door, they said, well, Heath, you've got this financial background and the person that had the financial markets portfolio for the White House Counsel's Office left several months ago.
00:14:18
Speaker
We need someone to also just take that under under their remit. um But look, it's at the end of an administration. We're not expecting much work there.
00:14:30
Speaker
ah you yes platform so tyler yes So two weeks later, Fannie and Freddie ah fail. ah Before we know it, lehman brother Lehman Brothers collapses. And I became effectively the White House associate counsel on the financial crisis full time.
00:14:46
Speaker
And so it's one of those great examples of, you know, you're not choosing a path in life, but that path in some ways choosing you serendipitously. And from that point in time, I said, well, this is fascinating.
00:14:59
Speaker
um I'm going to devote the next few decades of my life to thinking about that intersection of law, finance and public policy. Kristen Svercek, former president of Lyft, had a conversation with me about how she was the face of the company and helped the company navigate crises, including Trump's first immigration ban and the Texas abortion law that may make it a crime for Lyft drivers to help facilitate an abortion or drive a patient to a clinic.
00:15:33
Speaker
Yeah. So for us, because we did start as an as an organization that always had to be pretty engaged in the political sphere,
00:15:44
Speaker
given the fact that you know we had to go out and and make new laws really from day one we had to quickly define our values as they related to the external policy landscape and how we thought about things.
00:15:59
Speaker
And so we had taken political stands you know even before I stepped into that business affairs role. So you know one example is in 2017, I think, when we spoke out against the Muslim ban and donated, I think, a million dollars to the ACLU at that point in time.
00:16:19
Speaker
um And the reason that we did that in that case was because many of our drivers are Muslim Americans and and immigrants. And so a ban like that deeply affects one of our super important stakeholders.
00:16:35
Speaker
And similarly, 2021. twenty twenty one think Yeah, 2021, when we took a stand on Texas's SB8, and I was very proud to be the face of that.
00:16:48
Speaker
It was because that law was so, was and is so unique in that it provides for this private right of action for individuals to sue one another to the extent that the person they're suing has either gotten abortion care or aided someone else in getting abortion care. And so we were hearing from our drivers that they were, they were really worried about being personally liable to the extent that they drove somebody to a planned parenthood. And this was like an untenable situation for our drivers.
00:17:24
Speaker
um And, you know, certainly it's a, it's a horrible law. I'll go on record as saying that. um But yeah, But we felt that we really had to act because we we did not feel okay with our drivers feeling that they were in personal financial jeopardy just by availing themselves of the flexible earnings opportunities that Lyft drivers are always able to avail themselves of.
00:17:51
Speaker
And so we took a really bold stand there, too. But again, it was because of this nexus to our driver population. And so certainly, like, you can't as a company be taking a stand on every issue under the sun, because there are so many and there are so many important ones.
00:18:06
Speaker
um You have to decide, I think, really what is core to you. And so... You won't see us at Lyft taking a stand everywhere, but I think, you know, you will see us being really thoughtful when it relates to the populations that really matter to our business and and drivers being in one of those.
CEO Transitions During Crises
00:18:25
Speaker
Next up, we have Dan Haley, my friend and general counsel and corporate secretary at Guild. Dan has managed two CEO transitions during times of crisis, something we talked about during our episode of the podcast.
00:18:41
Speaker
I think one of the things that lawyers in general and GCs specifically need to always keep in mind is there's a certain authority invested in the credential that is not necessarily ah present for all members of the executive team.
00:19:01
Speaker
We'll instinctively look to the lawyer in certain situations as a gauge of how worried should we be about this thing? How serious is this? Is this a big deal? Is this manageable?
00:19:14
Speaker
um And even if you don't have any better insight into the answers to that question than anyone else around the proverbial table, People are going to look to you um and take their cues from you.
00:19:27
Speaker
And so that is even when you feel internally that inclination to like jump to conclusions, rush to worst case scenarios, um you have a responsibility not to do that.
00:19:42
Speaker
And one of the kind of tricks I use, tricks, tools I use for myself and also i impose it on others is asking the question, what do we actually know to be true?
00:19:56
Speaker
And what are we assuming? And then how do we test the assumptions? What conclusions do we draw from what we know to be true? It's almost always the case in a crisis, especially early on, that the things you know to be true, know to be true, not assume true, know to be true, very small set of things.
00:20:18
Speaker
People tend to pile assumptions into that first category. I know this to be true, so I assume this is true and I'm going to just act on them as though they have equal weight.
00:20:30
Speaker
have equal weight um I've done this before. What you are saying is resonating. Everyone does it. Everyone does it. um but and And it's very hard.
00:20:43
Speaker
This is where the the kind of inherent authority of the GC can be very helpful because you can say to a CEO who wants to react. And CEOs always want to react. No one wants to be caught flat footed. Nobody wants to be criticized by their board a week into a crisis for not taking immediate and deliberate action.
00:21:03
Speaker
So the action impulse is always present. So the danger at the front end of a crisis of doing things that make it worse um is very, very high.
00:21:14
Speaker
And I've found that tool. What do we know to be true? very useful. And then the second part of it is how do we increase that pile of things as quickly as possible so that when we get to a point where we have to make a decision, where there's a binary, we have to do this or we have to do that, we have to ignore this, we have to address it, left, right, um you want that pile of known things, true things to be as big as possible.
00:21:39
Speaker
by the time you're making that decision. And it does tend to scratch the CEO's itch at the outset to say, here are the things we are doing to learn as much as possible, because that is action.
00:21:53
Speaker
that's not right That's not being passive. The world today is incredibly uncertain, or in the words of his book, unruly.
Analyzing Political Risk
00:22:02
Speaker
Sean West, co-founder at Hens Technologies and former deputy CEO of the Eurasia Group, sat down with me to talk about how general counsels can get better at navigating political risk.
00:22:16
Speaker
We really pour our like analytical heart into this. This is the type of analysis we just charge hundreds of thousands dollars for. We're now just doing it as on some level as a service to the legal sector because nobody else is covering it from this angle. Obviously, it can be self-serving in a number of ways as well to have a sub stack. So, you know, not pretending I'm a saint here. But the reality is um the you know The research that we do in that really takes whatever event is going on in the world and starts to think about it from from the perspective of what I think of as the geo-legal triangle, which is geopolitics, law, and technology. And if you imagine as a triangle, right each of the legs of that, whether it's geopolitics and technology, geopolitics and law, law and technology, they're constantly in flux.
00:23:02
Speaker
And so I think a big mistake people make in analyzing political risk is they they sort of do it as a one-off assessment, right? Or or they look at it in buckets. In MBA programs, you'll learn PESTEL analysis, like political, economic, social, technological, ecological, and environmental, and law.
00:23:19
Speaker
But they're like treated as separate things. This stuff is all in flux, right? So, you know, there there's an election going on in the US right now, probably by the time people listen this will know who's won and who hasn't.
00:23:29
Speaker
But there's an election going on right now that has literally been mediated by the courts. Like every step of the way, it's been the intersection of politics and law. There are Russian, Chinese, Iranian propaganda outfits that are using technology to influence the politics of this election, right? This is all in flux. And, you know, frankly, technology and law are colliding in a way that's generating robot lawyers and robot lobbyists and the promise of all of this if only regulation permits it. We could talk more about that. So you have a world where these factors are in flux.
00:24:02
Speaker
And what I try and do is pick one topic every week to really dive dive into. I feel like from for general counsels, they don't have all day to read all the news. They need to know what really matters. So I'll pick either news of the day or a big idea and I'll dive into it.
00:24:15
Speaker
And it's all kind of building towards a book on the same topic that's coming out um early 2025.
Corporate Board's Role in Crises
00:24:21
Speaker
And last but not least, Chelsea Grayson, managing partner focused on corporate restructurings at Pivot and former CEO of companies like American Apparel and True Religion, sat down with me to talk about the role of corporate boards during times of crisis.
00:24:42
Speaker
The main difference is, you know, sort of so twofold. So the difference in the situation between being the CEO or management of a company and turnaround and being a board member is we are there and hopefully the company has also hired a restructuring firm. or They're also called FAs, financial advisors.
00:25:00
Speaker
We're there to do that. You, CEO and management are here to continue to operate the company. So there's some there there once we get finished, you know. So your focus should still be running the company.
00:25:13
Speaker
Yes, we're gonna have things for you to do that are different because it's a turnaround and we're gonna ask you to cut costs, renegotiate indirect procurement costs. I mean, what we're gonna ask you to better cash management in place probably. you know We're gonna ask you to put together 13 week, we're gonna add you know a cash flow. we're gonna We're gonna mind a lot of things and you're gonna have to maybe do some reductions in force, you know but for the most part,
00:25:38
Speaker
We don't want you to be distracted by what we're doing. So that's one of the main differences. So a board will really drop in, roll up their sleeves during a restructuring and turn around and do that work. So the rest of the people can run the company along then the advisors too.
00:25:54
Speaker
Now that's, and then what you have to be as a board member during that time And this is frequently why you'd refresh a board if you're about to do a turnaround or a restructuring.
00:26:06
Speaker
You really have to be steeped in that life. You have to understand what to do in that situation, because if you're just a big, healthy, you know, public company like, la, la, la, I've always had a nice big budget and I've always never seen crisis. You're goingnna be terrified.
00:26:22
Speaker
Right. Lawsuits coming in, you're going to be hitting in the hit in the face. like People are going to be punching you in the face every single day. There's lawsuits, there's investigations. We're having big, scary conversations about potentially making a chapter 11 filing. I mean, there's going to be, you know, but even looking at a 13 week is terrifying, you know, just to see where the money is going and how quickly it goes out the door. You know, this is not for everybody.
00:26:44
Speaker
So if you're not a restructuring turnaround person, you're probably going to be probably better for you to refresh off the board. So that's, that's how you would drop in as a board member in that situation as a person who really does this, who really does this for right, has the right network and isn't going to scare under pressure. Thanks so much for listening to this special episode of the abstract focused all around how companies and leaders can navigate crises.
00:27:13
Speaker
Hope you enjoyed this episode and we hope to see you next time.