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Early Uber investor and former board member Shervin Pishevar is speaking out against Benchmark again. This time, he penned a letter to Ubers board, demanding that Benchmark Capital drop its lawsuit against former CEO Travis Kalanick. He also filed a legal motion, asking for the case to be dismissed, saying in his letter to the board that he had no choice.

The letter says Pishevar has tried in every way possible to convince my friends at Benchmark to drop this lawsuit, to end their public campaignagainst the founder and the companyand to divest their shares under aproposal which would reward them hugely for their investment. But Benchmark has refused to meet with Pishevar.

Pishevar accuses Benchmark of violating fiduciary duty, by its willingness to talk to others inappropriately. He also accuses Benchmarks Kris Frederickson of convincing Gautam Gupta, Ubers head of finance, to go to another company where he owned shares.

Pishevar claims that Benchmark has also conferred with Lowercase Capital in an attempt to remove Arianna Huffington from the board.

Recently, Pishevar circulated a petition attempting to pressure Benchmark to sell most of its shares and give up its board seat.

Last year, at our Disrupt event in San Francisco, TC talked with Pishevar about the venture market and specifically about Benchmarks Bill Gurley, who recently stepped off of Ubers board, installing his partner Matt Cohler in his stead. Said Pishevar in that stage appearance, I have tremendous respect for Bill Gurley. Hes a friend of mine. I look up to him. Him and [fellow Benchmark partner] Matt Cohler actually referred Uber to me for the Series B.

At the time, Pishevar was working as a venture capitalist with Menlo Ventures, which went on to lead that round.

Pishevar declined to comment for this story. We also reached out to Benchmark, which has yet to respond.

Here is the full text of the letter and below it, youll find the motion his attorneys filed.

UberTechnologies Inc.c/o Garrett CampChairman of the Board Directors1455 Market StreetSan Francisco, CA 94103

August 24, 2017

Dear Uber Board of Directors.

I write to inform you that, along with Steve Russell, I have cometo the conclusion that I have no choice but to seek to intervene in theunfortunate lawsuit that Benchmark Capital has brought against TravisKalanick, the founder and former CEO of Uber.

As you know, I have tried in every way possible to convince myfriends at Benchmark to drop this lawsuit, to end their public campaignagainst the founder and the company, and to divest their shares under a proposalwhich would reward them hugely for their investment.I have called for Benchmark to resign from the Board by proposing aspecific plan that would allow Benchmark to reduce its holdings so that therest of the Board can move forward constructively to address the challengesof building our company, securing new infusions of major capital, andrecruiting a world-class CEO to oversee our continued growth.

Instead, Benchmark has refused to meet with me to address theseconcerns. I asked as a friend to have a rational, adult conversation, tohave a conversation and try to make peace on behalf of all. Benchmarktold me they looked forward to talking with me when this is over but sawno possibility of a meaningful conversation with me about these issues.

But they have been more than willing to talk to others,inappropriately, and in violation of their fiduciary duty. They reached outdirectly to employees in a letter, which is utterly inappropriate for a venturecapital firm to do. Benchmark principal Kris Fredrickson helpedrecruited Gautam Gupta, the head of finance and effectively the acting UberCFO, to another company where he owned shares without ever informing Uberin fact, Frederickson told his partner and Uber board member BillGurley six months earlier, but Gurley never told Travis Kalanick,exacerbating the crisis facing the Company in May 2017 when Guptaleft. Even more troubling, we have been told that Benchmark has beenconferring with Lowercase Capital with respect to adverse action againstUber, indicating that they are seeking to remove Arianna Huffington fromthe Board and, in clear violation of their fiduciary duties, wrongfully leakedhighly confidential details from the investigation by former AttorneyGeneral Eric Holder.

Benchmark even intruded itself into staff recommendations made by Holder,urging contrary to the CEOs wishes that Holder recommend that theGeneral Counsel be retained, rather than offered a promotion, lest that beseen negatively; yet another inappropriate intrusion by a venture capitalinvestor, this time in an independent investigation

And perhaps most tellingly of all, Benchmark appears determined to insertits own candidate as CEO, Meg Whitman, prior to addressing any futureissues, telling me that they see no meaningful discussion without anacceptable CEO candidate being hired uninfected by improperinfluences. The improper influences here are Benchmarks own efforts tocontrol the company. They have no interest in reaching a peacefulaccordwhich will allow this great company to groweven more, to recruit a world-class CEO, to secure further important funding. Clearly, they have adifferent agenda than ours.

Benchmarks investment of $27 million has grown to some $8.4 billionbecause of the outstanding leadership of Travis Kalanick and histeam. Benchmark recognized as much, even as it was encouraging Travis toresign. For a venture capital firm to then turn around, having threatenedMr. Kalanick with a public campaign if he did not resign, and then launchthe campaign anyway complete with the filing of a frivolous lawsuitnotwithstanding an arbitration clause that prohibits such lawsuits from beingbrought in the first instance has unfortunately convinced us thatBenchmark is not operating in good faith, does not have the companys bestinterests at heart, and instead is seeking to take advantage of the currentcircumstances to try to take control of the Board. Conduct so completely atodds with Benchmarks fiduciary duty cannot be left unanswered, particularly at this terrible time for Mr. Kalanick and his family. We allowe a huge debt to Travis and his team for their tireless work in imagining,creating, and building Uber. I know how proud Bonnie Kalanick was of hersons work, and it is an affront to her memory which we cannot silentlytolerate that her passing should become the occasion for a secretive andpersonal assault on her son by those who, by sheer dint of his hard work anddetermination and that of his team, he has made wealthy beyond all theirother investments

The lawsuit brought by Benchmark seeks to cancel the Voting Agreementamendments adopted in 2016, when the Saudi Governments PublicInvestment Fund made a $3.5 billion dollar investment in Uber. TheAgreement was amended to give the Saudis the right to designate a boardmember; and to give founder and CEO Travis Kalanick three seats he hadthe right to designate. No one objected at the time; nor did they object anytime in the next year. It was only after Mr. Kalanick took a leave to dealwith his familys personal tragedies that Benchmark for the first time tookthe position that Mr. Kalanick should be forced to resign and to give up hisright to appoint additional Board members supposedly because he hadwithheld information that Benchmark in factknew all about.

There is no basis for canceling an agreement entered into by sophisticatedinvestors each advised by counsel. We have a direct and substantial interestin not allowing the governance of the company to be unilaterally changed atthe insistence of one party in violation of the procedures requiring writtenconsent to amend. And there is no basis for Benchmarks decision to ignorethe comprehensive arbitration provision which governs all disputes arisingout of that Agreement in favor of a high-profile filing that paints thecompany in a negative light to serve Benchmarks own interest in a public campaignagainst the founder.

We are seeking to intervene in the lawsuit because if Benchmark insists ontrying to use the courts to try to take over this company, we are committed todoing everything we can to try to stop this abuse.

We continue to hope that a way can be found for Benchmark to moveforward, having profited so handsomely from the work of Travis Kalanickand many others, and to do so without inflicting gratuitous harm on thecompany which we have all supported, and for which we continue to havethe greatest expectations.

Sincerely,

Shervin Pishevar

Trustee, Sofreh LP

Former Uber Board Observer (2011-2015) and Advisor

Motion to Intervene by Katie Roof on Scribd

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Pishevar intervenes in Benchmark-Kalanick lawsuit - TechCrunch