Here's the proposal to change Uber's governance, which is aimed at limiting Travis Kalanick's power
The changes, listed. — Former CEO Travis Kalanick's decision on Friday to appoint two new directors to the board of the car-hailing company did not come out of nowhere, although it was a surprise to the board and its new CEO.
Context & Ripple Effects
Kalanick moved first: his surprise appointment of Ursula Burns and John Thain to the board — which Uber says caught the board and new CEO off guard — forced the governance question into the open. The proposal Recode details is the board's countermove, an attempt to strip the founder of the structural levers behind that appointment.
The stakes are set by what follows in the coverage: within days the board expands with six new seats and a resolution to go public by 2019, with Benchmark conditionally agreeing to drop its lawsuit against Kalanick — making this proposal the opening frame of the settlement that reshaped Uber's control structure.
First-order effects
- Kalanick's two new directors give him voting allies on the board immediately, directly threatening the governance majority the proposal is designed to take away.
Second-order effects
- Benchmark's conditional agreement to drop its lawsuit against Kalanick, tied to the six-seat expansion and 2019 IPO resolution, converts a legal fight over his power into a negotiated board restructuring.
Third-order effects
- If the pattern holds, founder-controlled boards at late-stage startups get repriced by investors before IPOs — control provisions traded away in exchange for litigation peace and a public listing path, as Kalanick's eventual full exit from the board and stock sales in 2019 confirms.
The trend: Late-stage startup governance is shifting from founder-controlled voting structures to investor-negotiated board settlements ahead of IPOs, with Uber's 2017 board fight as the template case.