Uber will proceed with SoftBank deal, limit co-founder Kalanick's power

[SAN FRANCISCO] Uber Technologies Inc will move forward with a major investment deal from SoftBank Group Corp and approved a slate of governance reforms that will limit the influence of co-founder Travis Kalanick and early backers.

The 11-person board voted unanimously Tuesday to approve sweeping changes to the company's power structure, the San Francisco-based company said. The plan would expand the size of the board to 17 seats, people familiar with the matter said.

The unusually large board would accommodate two spots for SoftBank representatives and more independent voices. The SoftBank deal isn't yet finalised, but board approval represents a major step.

SoftBank will invest US$1 billion to US$1.25 billion in Uber at last year's valuation of about US$70 billion, said the people, who asked not to be identified because the details are private.

The Japanese firm will spend billions more, alongside Dragoneer Investment Group and General Atlantic, on stock from shareholders to acquire roughly 14 per cent to 17 per cent of the company.

Uber said in an emailed statement that it expects to finalise the SoftBank deal "in the coming weeks".

Uber will also adopt a policy of one share, one vote, the people said. Mr Kalanick, the controversial former CEO, and venture capital firm Benchmark were among those with outsize voting power before the latest changes. The board also set a deadline for the company to go public in the next two years, the people said. If it doesn't, Uber will lift some restrictions on shareholders from selling their stakes.

The agreement is a major victory for Uber's new CEO, Dara Khosroshahi, who is in London after meeting with taxi regulators there to appeal a looming citywide ban. Ms Khosrowshahi was taken by surprise on Friday when Mr Kalanick appointed two corporate titans - former Merrill Lynch CEO John Thain and former Xerox Corp CEO Ursula Burns - to the board with little notice. But Ms Khosrowshahi was able to bring directors together to push through changes that involve limits on Mr Kalanick's influence.

Mr Kalanick described the changes in an emailed statement as "a major step forward in Uber's journey to becoming a world-class public company". Mr Kalanick will keep his board seat, as will Mr Thain and Ms Burns. Benchmark declined to comment.

The moves are expected to mark an end to a legal fight between Mr Kalanick and Benchmark, Uber's largest shareholder. Benchmark agreed to drop its case against Mr Kalanick, now in arbitration, if the SoftBank deal closes and the governance changes are fully adopted, two people familiar with the matter said. The governance reforms are also contingent on the deal going through.

Uber's enormous board is a bit of an unhappy compromise. Rather than taking a seat from any existing board members as Ms Khosrowshahi had previously considered, Uber added three spots for independent directors, plus another for an independent chair, and two more for SoftBank.

It will make the board more than twice as large as the average private company and bigger than most public firms, according to the National Association of Corporate Directors, a trade group.

The last time Uber's board went into such heated deliberations, it was weighing two high-profile candidates for CEO: General Electric Co's Jeffrey Immelt or Hewlett Packard Enterprise Co's Meg Whitman. Instead, the board opted for a surprise pick in Expedia Inc's Ms Khosrowshahi. This time, Ms Khosrowshahi made sure there weren't any big surprises.

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