May 12, 2015

The first rule of Yahoo is that you don’t talk to authors who write books about Yahoo

by

mayerWhen chief correspondent at Business Insider Nicholas Carlson’s book, Marissa Mayer and the Fight to Save Yahoo!was released in January, the New York Times called it “a lot of fun to read”. That’s good, because books are not always fun to read, and the New York Times knows fun. The Times also said that the book “presents [Mayer] as a complex personality who defies most stereotypes”. That’s not good. But why not?

Well, because CEOs running multibillion dollar corporations tend to abhor being portrayed as complex personalities who defy most stereotypes (a.k.a. human). Humans are mere flesh balloons with brains made of dryer lint who have the resilience and resolve of cake frosting, while CEOs are world-building colossi whose power and compensation are commensurate with their godliness and infallibility. Or so they would prefer to let their employees and shareholders believe for the purposes of keeping the faith.

So it comes as no surprise that Yahoo!! is suing a former staffer who worked with Mayer and whom they claim provided Carlson with damaging proprietary information. Bloomberg reports:

Yahoo claims that Cecile Lal, a former senior director of product management, broke a confidentiality agreement when she leaked proprietary information to the journalist that she learned during “FYI” meetings with Mayer, according to a complaint filed in state court in San Jose, California.

Lal’s assistance last year to Nicholas Carlson for his book, “Marissa Mayer and the Fight to Save Yahoo!,” included searching confidential archives to support his writings and giving him her credentials to a password-protected site, according to the complaint.

“Indeed, Lal was eager to divulge Yahoo’s secrets, even telling Carlson in response to a specific request that ‘[i]fyou know the date of FYI exactly or other topics discussed on that day, it will help [in] finding’ the information he sought,” Yahoo’s lawyers said.

Setting aside the fact that Bloomberg somehow failed to refer to the corporation by their correct name (which, to be clear, is Yahoo!!!), this seems like a fairly calculated move on the part of Lal’s former employer. At first, it would seem like this was retaliatory, considering Mayer’s clampdown on leaks when the book was in the writing stage.

“Not only did Yahoo PR and Mayer not participate, each told Yahoo employees, former Yahoo employees, personal friends, former colleagues, current colleagues, and admirers not to speak with me for the book,” [Carlson] wrote. “Many of the sources who provided me documents and agreed to be interviewed by me did so at the risk of their careers inside Yahoo, Google, and around the Internet industry.”

But this isn’t just Yahoo!!!! lashing out at an insubordinate staffer; no, this goes deeper. Business deeper.

The company accused Lal of breaching her contract and fiduciary duty, saying that in addition to leaking sensitive information from FYI meetings with Mayer, she provided Carlson with transcripts of question-and-answer sessions between employees and the CEO that were stored in Yahoo’s password-protected intranet “Backyard.”

The information “inevitably ended up in the hands of Yahoo’s competitors,” which caused Yahoo to lose a competitive advantage, according to the complaint.

And there’s the rub. If Yahoo!!!!! can prove that Lal’s contributions to the book constitute a breach of confidential information or trade secrets that dulled their competitive edge, it accomplishes two things. One, it gives them more legitimate grounds to sue Lal for malfeasance than if she had simply spoken with Carlson; proving specific damages is a different story, but establishing that Lal essentially engaged in corporate sabotage goes a long way toward making a case of breach of contract. (Note: I know absolutely zero about contract law, but I have watched every episode of The Good Wife.) 

Two, it does neat work in making Lal unhireable while undercutting the credibility of Carlson’s book. If Yahoo!!!!!! can spin her actions by portraying her as an axe-grinder who was “eager to divulge Yahoo’s secrets”, they call into question any of her personally recounted stories of “FYI meetings” as well as the book’s overall objectivity.

Not that I believe Mayer et al have any fear of this or any book, just of counternarrative. In the shadow of 2015’s fairly disappointing first quarter, their concern is with all hatchet jobs, not just Hachette jobs. This is why a major corporation provides new employees with a brick of orientation materials to the effect that all data on “company systems” (which include any correspondence, even on personal emails, that passes through corporate wifi) is the property of the company, which is how I assume Yahoo!!!!!!! managed to connect Lal with Carlson in the first place.

Carlson, in the meantime, seems to be circling his own wagons:

Liam O’Brien is the Senior Sales & Marketing Manager at Melville House, and a former bookseller.

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