New York – To be frank, it doesn’t even matter whether SoftBank Group Corp. was right, morally or legally, to walk away from its deal to double down on a stake in The We Co.
It’s also irrelevant whether WeWork founder Adam Neumann comes off as a sore loser for filing a lawsuit to chase down billions of dollars for shares in a company built on a questionable business model that ultimately led to the collapse of a sky-high valuation, and which looks even more bleak as the COVID-19 pandemic throws doubt on the future of cramped, transient office work.
What’s really important is whether Neumann, who was forced out of the office rental startup last year when SoftBank bailed it out following a scrapped initial public offering, has any hope at all of extracting more money from the Japanese investment vehicle led by Masayoshi Son. His chances of doing so are greater than zero, which makes even the most unlikely lawsuit a good bet.
Look at it from SoftBank’s point of view.
Son’s reputation for being a savvy deal-maker has been shattered by the disaster of WeWork, including a larger than expected loss at SoftBank for the year ending March 31. Among the items in this multipart deal were a $1.5 billion lifeline doled out in October, and a further $5 billion in debt financing. That follow-on loan was predicated on SoftBank going through with a $3 billion purchase of stock from Neumann and other shareholders, which hit its deadline at the start of April.
The moment Son’s team saw an opportunity to back out, they took it. SoftBank’s explanation last month was that WeWork failed to meet contractual obligations, such as rolling up a Chinese subsidiary. Neumann contends that SoftBank relied on legally faulty pretexts to renege on the deal, and tried to sabotage WeWork’s attempts to meet the requirements, according to a copy of the complaint reviewed by Bloomberg News. Two independent WeWork directors, who filed their own lawsuit last month, were more blunt in their assessment: SoftBank had buyer’s remorse.
Any or all of the above may have merit. Whatever the truth of the matter, the longer the words "SoftBank” and "WeWork” appear together in headlines, the reputations of Son and his empire will take more of a battering. For SoftBank, its Vision Fund and a planned Vision Fund 2, maintaining the image of knowing how to pick winners and avoid losers is key to raising funds and investing in hot young startups. Failing to put this singularly catastrophic deal behind it weighs on the chances of moving on.
SoftBank may want to hold firm and not be perceived as a soft touch. Legally, the conglomerate probably feels that it has a solid case. It may also think that there’s some principle to uphold, or a message to be sent to other would-be litigants.
Investors may not care. This is a one-time, extraordinary case. What people will care about are the details that might come out in court, such as how exactly SoftBank got into this mess in the first place, what decisions were made, and by whom. None of that is likely to make Son and his team look any smarter.
Neumann has destroyed $10 billion of SoftBank's money, yet allowing him to salvage a few hundred million dollars from this share-sale deal may help him let go of the company he built and lost. Other shareholders and employees who were part of the now-scuttled transaction will be willing him to prevail, knowing that any legal victory would be one for them, too.
So, as icky as it sounds, Neumann is right to sue. And as painful as it may be, SoftBank would be right to reach a settlement. And then they’ll both be able to walk away and never talk of this terrible saga again.
Tim Culpan is a Bloomberg Opinion columnist covering technology. He previously covered technology for Bloomberg News.