[ziszis]

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.

If not, it would be the worst IP miss since Ebay acquired Skype for $2 Billion, only to find out that they didn't own Skype's IP or have access to the source code [0].

[0] https://techcrunch.com/2009/09/18/new-lawsuit-brings-clarity....

[woodandsteel]

>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.

[paul7986]

And justice is served!

[nikanj]

For some values of scratch, anyway. If you show me a complete design for a system, allow me to play around with prototypes for a year and peruse the documentation, forcing me to delete all the files afterwards will not take away all the things I've learned.

[diebir]

How did you figure that it would be "shut down" and what does this mean in practical terms?

[erikpukinskis]

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]

Right. And the very first step would firing Levandowski, the head of their self-driving car program.

[paul7986]

Followed by the board somehow firing Kalanick to save Uber from himself!

[gt2]

How practical is enforcing that?

Can the knowledge they already obtained really be undone?

[yawaworht12]

Schadenfreude aside, I hope others realize how evil this outcome would be. California is a great place because it doesn't enforce anti-employee provisions like non-compete agreements.

Seeing maybe the LIDAR efforts suffer a temporary setback, but any outcome that blocks all the work of all the engineers that all exercised their at-will rights to work for a different company is not something any engineer should be celebrating.

There's a lot more to SDCs than a LIDAR device and the engineers at Uber were working on all these different areas well before Otto even existed.

If Google sought to actually shut everything down, then they will have strayed very very far from the "Don't be evil" mantra and would be the company that truly deserves negative criticism IMHO.

[ubernostrum]

I don't see how trade secrets are analogous to a non-compete clause. California doesn't like non-competes, but most certainly does respect trade secrets. And Waymo isn't claiming that Levandowski is wrongly using skills or experience he picked up there; it's claiming he literally downloaded a bunch of internal documents on his way out the door, and handed them over to a competitor.

[yawaworht12]

And if he downloaded them but never handed them over or never did anything else with them after leaving Google?

I think one of the crazy things about all this is that having files from a previous employer is not a smoking gun. I wouldn't be surprised that with the blurring or work and life boundaries that a significant portion of people on HN have files from a previous employer on their personal computers. I still to this day occasionally find emails and files from prior employers for whom I haven't worked for in almost a decade now, including employers in an industry I've long since left behind. When I encounter them, I just delete them andget on with my day. Still having these files is nothing malicious on my part. It was often work that followed me home or files emailed around to print while on a business trip or any number of completely non-malicious reasons. This also extends to private code repos on github (many engineers use the same github account for both personal work and professional work). Check your personal computer and email for files from a previous employer. Do you have zero files from your previous employers lying around accidentally?

Thus far discovery has found a single file on a personal computer of one former Waymo engineer and no files on Uber computers using the terms requested by Waymo in discovery. To me that suggests that Google does a pretty good job of keeping work on Google's infrastructure (probably because most code only is useful on their specialized infrastructure) and that the overwhelming majority of former Waymo engineers are honest people doing honest work. There is literally one and only one engineer whose conduct has been called into question and that is Levandowski. Yes, he's the head of it all, but if discovery using the terms Waymo turned up nothing on Uber's machines then the files likely never made it to Uber. At best the knowledge from those files was laundered through Levandowski's mind, but even then without his personal computer showing that he still has those files and he's opened them since leaving Google, it's reasonable to assume that any knowledge he's past along was knowledge he himself created, i.e. it's tacit knowledge earn through his many years of professional experience.

Google is bleeding engineers to Uber. Why I don't know. It could be bureaucracy at Google and the lack of bureaucracy at Uber or Uber just made a better offer. One thing for sure is that if I were a Google engineer I would fear the ability to change employers to Uber right now because Google is going after many former Waymo engineers and not just the one engineer they have evidence for. This means that these engineers have fewer prospects to shop around their skills. That's evil in my book and as bad as the wage fixing collusion between companies like Google, Apple, Palm, Pixar, etc. Self driving car engineers are worth a lot of money in the market right now and Google filing this lawsuit against not a single engineer accused of wrongdoing but many engineers none of which they have evidence against that are likely honest hardworking people trying to get their market value is evil IMHO. Google should be dealing with Levandowski arbitrage, not dragging other engineers into it that have nothing to do with what Levandowski did when he was at Google.

[will_brown]

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]

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]

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]

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.