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Salesforce Promotes Legal Chief Weaver to CFO Amid Slack Buy

Dec. 2, 2020, 6:57 PM

Salesforce.com Inc. elevated its top legal staffer, Amy Weaver, to chief financial officer as the company moves to acquire Slack Technologies Inc., the largest deal in its 21-year history.

The cloud-based software firm announced the promotion Tuesday as it unveiled its nearly $28 billion cash-and-stock acquisition of Slack, whose own legal chief was once the first lawyer hired in-house at Salesforce.

Weaver will replace Mark Hawkins as CFO upon his retirement Jan. 31, according to a Dec. 1 securities filing by Salesforce. Hawkins, who joined Salesforce in 2014 from Autodesk Inc., will continue to work for the company through Oct. 31 of next year.

Salesforce’s promotion of Weaver would appear to create an opening for a new law department leader at the company, which expects to close on its Slack buy in July.

Neither Weaver or a Salesforce spokeswoman responded to requests for comment.

Salesforce hired Weaver as general counsel in 2013 after she spent roughly eight years in that job, and as deputy general counsel, for Univar Solutions Inc. and Expedia Group Inc., respectively.

In 2017, Salesforce gave Weaver the additional title of president of legal and corporate affairs after former chief legal officer and chief of corporate and government affairs Burke Norton left the company to become a senior managing director at private equity firm Vista Equity Partners.

Weaver, an advocate for workplace diversity and pay equity, wasn’t listed among Salesforce’s top six highest-paid executives in 2019, per a company proxy statement.

Bloomberg data shows that Weaver owns nearly $5.1 million in Salesforce stock, having sold off $5 million more in stock this year, according to securities filings.

Hawkins, Salesforce’s current CFO, received more than $12 million in total compensation—including $10 million in stock—last year. He and Weaver also hold the title of president at the company.

Weaver previously was an associate at Perkins Coie and Cravath, Swaine & Moore, where she worked in the latter’s now-shuttered Hong Kong office.

Prior to embarking on a legal career in late 1997, Weaver served as an aide to a member of Hong Kong’s Legislative Council during the handover of the city-state from British to Chinese rule.

Potential Homecoming

Slack, which went public last year, hired David Schellhase as general counsel in 2016. Schellhase had previously been legal chief at Groupon Inc., which he joined and helped take public in 2011 after nearly nine years as general counsel for Salesforce.

Schellhase didn’t respond to a request for comment about any potential return to the top legal role at Salesforce. A Slack spokesman declined to discuss the matter.

Schellhase was the first lawyer hired at Salesforce in 2002, three years after its founding. The company promoted him to general counsel two years later when it went public.

Salesforce founder, Chairman, and CEO Marc Benioff had previously worked with Schellhase at Oracle Corp. Schellhase was a corporate counsel at Oracle during the mid-1990s before going on to become legal chief for software companies Premenos Technology Corp., Vantive Corp., and Linuxcare Inc.

When Benioff sought to lure former Oracle acting legal chief Thomas Theodores out of retirement to become Salesforce’s top lawyer, Theodores recommended Schellhase, his former protégé, according to a 2010 profile of Schellhase by the National Law Journal.

Mutual Adversary

Schellhase helped Salesforce build its in-house legal team as the Benioff-led company grew into a customer services software powerhouse.

At Salesforce, Schellhase instructed Boies Schiller Flexner co-founder David Boies to advise the company on a high-profile patent dispute with Microsoft a decade ago over cloud-computing software. Microsoft, a longtime adversary of Boies, subsequently considered acquiring Salesforce.

Schellhase has continued sparring with Microsoft at Slack, which this past summer asked the European Union and U.S. antitrust authorities to probe the company over its Microsoft Office and Teams software.

“Microsoft is reverting to past behavior,” Schellhase said in a statement at the time. He accused Microsoft of creating a “weak, copycat product” in Teams that it “tied to their dominant Office product, force installing it, and blocking its removal, a carbon copy of their illegal behavior during the browser wars.”

Slack didn’t make Schellhase one of its top three highest-paid executives in 2019, according to securities filings by the company.

Bloomberg data shows he currently owns nearly $12.7 million in Slack stock.

Legal Firepower

The proposed merger between Salesforce and Slack would see a combined company escalate its office software competition with Microsoft. At least four large law firms are advising on the deal.

Wachtell, Lipton, Rosen & Katz and Morrison & Foerster, which both counseled Salesforce on its $15.7 billion buy of Tableau Software Inc. last year and $6.5 billion acquisition of MuleSoft Inc. in 2018, are once again representing the acquirer.

Morrison & Foerster is handling intellectual property, privacy, and regulatory matters, while Wachtell is advising on corporate, antitrust, executive compensation, IP, and tax issues.

Slack has turned to a team of lawyers from Latham & Watkins and Goodwin Procter, including Rick Kline, a former co-chair of the latter’s capital markets practice, who recently joined Latham. Sarah Axtell, a Goodwin technology transactions partner who also just jumped to Latham, is also working on the deal.

Kline and Axtell both advised Slack on its direct listing last year, a float that generated at least $2.5 million in legal fees and expenses for the company’s securities counsel at Goodwin.

As Slack and Salesforce seek regulatory and shareholder approval for their union, Salesforce will be doing so with some additional in-house expertise.

The company hired veteran Justice Department antitrust lawyer David Altschuler as an associate general counsel for competition and antitrust in May. The month prior, former Tableau senior attorney Abigail Slonecker was named director of ethics and integrity at Salesforce.

Neither Slonecker nor Altschuler responded to requests for comment about what their roles might be at a combined Salesforce-Slack.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Chris Opfer at copfer@bloomberglaw.com;
John Hughes at jhughes@bloombergindustry.com

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