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Gene J. Puskar / AP

Ever since news first leaked that SoftBank was in talks to acquire a stake in Uber, most of the coverage has revolved around numbers. For example, perhaps the deal would be mostly secondary at a $40 billion valuation with a $1 billion primary slug at $70 billion. Or maybe that secondary price is now up to $50 billion. The reality right now, however, is that dollar details are secondary to governance, per multiple sources familiar with the situation.

Leverage: While CEO candidate Meg Whitman tried using the hiring process as a forcing mechanism to change Uber's board composition and voting rights structure, new CEO Dara Khosrowshahi is using the SoftBank deal. It may be a smart strategy, but it's no surer of a bet than was Whitman's gambit.

Key issue: A lot of this revolves around three board seats controlled by former CEO Travis Kalanick, which are the same three seats at the middle of an arbitration process between Kalanick and Uber's largest outside shareholder, Benchmark Capital.

Particularly given that Uber's board would need to accommodate at least one representative from SoftBank (Masa? Ron Fisher? Marcelo Claure?) and still needs to make room for an independent chair. If Kalanick and Benchmark can't iron out their differences soon, it's possible that Khosrowshahi and SoftBank will be hostage to the arbiter's timeline. And, remember, Benchmark has the votes to block a SoftBank deal.

Okay, some numbers: SoftBank has told Uber that it wants a minimum ownership stake of 17.3% and a maximum of 22%.

Capital sources: A lot of SoftBank's investment would likely come via its Vision Fund, which has guidelines against doing ride-hail deals. That language, however, was basically inserted to protect the Saudi PIF's massive investment in Uber, so Saudi PIF can effectively waive it (particularly if PIF's Yasir Al-Rumayyan gets that book value primary, which lets him save face back home). It's also worth noting that the 17.3% floor would include investments from both Dragoneer and General Atlantic, with continuing talk that Tencent and Didi Chuxing could also play roles.

Would Google Ventures sell? This one depends on who you talk to, particularly in light of Alphabet's talks to plug $1 billion into Lyft. Multiple sources say GV, which made the Uber investment, has little interest in divesting, but this decision might be made a few pay rungs higher.

For the record: I was on stage with SoftBank's Deep Nishar on Saturday at HBS, but he didn't really want to talk about any of this (natch). He did, however, take some issue with my framing of SoftBank's transportation investment strategy.

Bottom line, via source: "Everyone says they're not selling. GV says it's not selling. Benchmark says it's not selling. Travis says he's not selling. Until governance gets worked out and there is a final price set, it's all posturing."

Go deeper

Biden blindsides Europe with new AUKUS alliance on China

Photo illustration: Sarah Grillo/Axios. Photo: Melina Mara/The Washington Post via Getty Images

President Biden is constructing and deepening new alliances to strengthen the U.S. position in its showdown with China, but he risks alienating longstanding allies in the process.

Why it matters: Biden heralded a new agreement to help Australia acquire nuclear submarines as part of a trilateral security pact with the U.K. and the U.S. as an "historic step" to update U.S. alliances to face new challenges. The message from French foreign minister, Jean-Yves Le Drian, was quite different.

Trump voices support for Saturday's pro-Capitol riots rally

Photo: Tayfun Coskun/Anadolu Agency via Getty Images

Former President Trump on Thursday expressed solidarity with people facing prosecution in connection to the Capitol insurrection.

Why it matters: The statement was issued ahead of Saturday's rally to protest the treatment of Capitol rioters. Over 600 known federal defendants face charges related to the Jan. 6 insurrection.

Clinton-linked lawyer indicted in investigation of FBI's Russia probe

Photo: Eric Baradat/AFP via Getty Images

A grand jury has returned an indictment against Michael Sussmann, a lawyer whose firm represented the 2016 Clinton campaign, for lying to the FBI about not representing "any client" when he presented them with allegations about a secret Trump Organization back-channel to a Russian bank.

Why it matters: It's the second criminal charge stemming from special counsel John Durham's review of possible misconduct by the intelligence community and prosecutors who investigated the 2016 Trump campaign's ties to Russia.

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