The new CLE series Under Review with Alex Su, produced with Stanford Law School and PLI, explores key shifts in corporate law, AI’s impact on legal education, and leadership insights from a former Lyft General Counsel to help legal professionals navigate and lead in a changing legal landscape.
Under Review with Alex Su is a new CLE series produced in partnership with Stanford Law School and PLI. This episode of Under Review explores the forces reshaping the legal profession through three dynamic segments. First, leading corporate law scholars Robert Bartlett, of Stanford Law School, and Eric Talley, of Columbia Law School, unpack Delaware’s dominance in corporate law and the ripple effects of Senate Bill 21. Viewers will learn how recent legal changes impact corporate advising, stakeholder protections, and national governance trends.
In the second segment, Stanford Law Professor Lisa Larrimore Ouellette addresses the growing role of AI in legal education. Her cutting-edge research on whether AI can assist or replace traditional office hours demonstrates the transformative potential—and limitations—of large language models like GPT and Claude in legal learning and research.
Finally, Kristin Sverchek, former General Counsel and President of Lyft, shares her journey and some lessons learned in building trust, managing risk, and transitioning into high-impact leadership roles. This segment highlights actionable strategies for legal professionals seeking to expand their influence in corporate settings, particularly in the boardroom.
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Chapters
Chapter 1 [00:00:00 – 00:10:30]: How AI is Changing Legal Education
Professors Robert Bartlett and Eric Talley discuss how generative AI tools like ChatGPT are affecting law school exams, student expectations, and faculty grading — and whether these tools are more like calculators or calculators with attitude.
Chapter 2 [00:10:30 – 00:20:00]: Surprising Strengths and Risks of AI in Law School
The professors share what they found most impressive about AI’s performance on law exams, where it did well, and where it gave wrong or misleading answers — plus the hidden risks of students using AI without understanding its limits.
Chapter 3 [00:20:00 – 00:27:53]: Will AI Replace Office Hours?
Professor Lisa Ouellette explains why she was hopeful about AI as a teaching supplement but now warns students to be cautious — emphasizing the importance of real human interaction and her openness to student emails and questions.
Chapter 4 [00:27:53 – 00:30:44]: Introducing Kristin Sverchek, Lyft’s First Lawyer
Host Alex Su introduces Kristin Sverchek, who joined Lyft as its first in-house lawyer during its startup days, took on new challenges, and grew alongside the company.
Chapter 5 [00:30:44 – 00:44:13]: Growing From GC to President
Kristin recounts building Lyft’s legal team from scratch, tackling massive growth, taking risks to expand her role into operations and business affairs, and the mindset shifts needed to move from lawyer to senior business leader.
Chapter 6 [00:44:13 – 00:49:43]: Lessons on Leadership, Risk, and Resilience
Kristin shares practical advice for aspiring GCs and legal leaders on building trust, taking smart career risks, learning from hard times, and maintaining a growth mindset even when work is tough.
[00:00:00] Alex Su: Welcome to Under Review. I'm your host, Alex Su, and before I get into it, I want to introduce myself a bit. I started out my career practicing law, but then somewhere along the way ended up making funny videos on the internet. Today I have a really interesting job. I'm the Chief Revenue Officer of Latitude Legal, but throughout my entire journey, I've always been interested by one thing, how the legal profession is changing, and that brings me to the show.
Under review is produced by Stanford Law and PLI. On the one hand, you have deep academic insights, and on the other you have real world relevance. The way we're organizing the show is this, first we're gonna cover a story that's big in the legal world. Then we'll share an academic insight that has real world relevance.
Third, we'll interview a change maker, someone who's shaking things up in the legal industry. Our hope is that the show is informative, interesting, and practical to your day to day. Thank you for tuning in.
Alright, let's kick things off with a story that's rocking the foundation of business law and it's all happening in Delaware. Now, if you're not steeped in corporate practice, you might be wondering why does Delaware matter so much? Well over 60% of Fortune 500 companies are incorporated there. Delaware Long has been the gold standard for corporate governance with courts, statutes, and a whole legal culture built around business law.
It's basically the legal home base for capitalism. But that dominance has been tested lately. One of the biggest sparks is a string of high profile disputes involving none other than Elon Musk, especially a massive compensation package for Elon at Tesla that was overturned by a Delaware judge. That ruling drew national headlines and even political attention.
And while all of this is happening, other states like Texas and Nevada are circling. They're pitching themselves as more business friendly, more predictable, trying to peel companies away from Delaware. So where does that leave lawyers, especially those advising boards, startups, or investors? To dig into that, I sat down with two of the smartest voices in corporate law, Stanford's Robert Bartlett and Columbia's, Eric Talley.
We talked about what these changes mean for practitioners, for corporate clients, and even for legal education. Here's that conversation,
professor Bobby Bartlett and Professor Eric Talley. Welcome to Under Review. Let's get right into it. Professor Bartlett Delaware. Corporate law is a staple in nearly every corporations class. The majority of Fortune 500 companies and most private startups choose to incorporate there. Can you share with us why Delaware has such a dominant position?
[00:02:59] Bobby Bartlett: Alex, thanks and thanks for having, uh, hosting us here. So there's a couple of reasons I think that really come to, uh, come to mind. So one of them is that Delaware is a really small state, and so decades ago it had made a decision that it was gonna try to compete for business incorporations as a source of tax revenue.
And it was in some sense wildly successful in doing that, in part because. The legislation that it developed with respect to its corporate law, uh, was, was carefully tailored to the concerns of those that have the ability to make incorporation decisions and was also sensitive to protecting investors.
And so you had basically, um, you know, both investors and management pulling in the same direction in terms of wanting to, to incorporate in, in Delaware. And then you add to that the fact that. The Delaware Chancery Court where business disputes pertaining to the internal affairs of a corporation are heard, um, also invested in quality as, as it were.
And so you have a perception of high quality corporate law as well as a high quality judiciary to, uh. To resolve disputes, uh, involving, um, disputes between corporate, uh, uh, investors and management. Uh, and then separately, you also started to have network effects. So the more people who perceived Delaware law to be of a high quality, the more it was expected that if I'm a high quality company, I'm going to want to incorporate in Delaware.
[00:04:24] Alex Su: Uh, Professor Talley, uh, Delaware's dominance in corporate law is suddenly facing real challenges, and Elon Musk is right in the middle of it.
Can you walk us through what happened and why this moment matters?
[00:04:34] Eric Talley: Um, I'd be happy to do so, and thanks again for having me on the show as well. So, uh, Mr. Musk plays clearly a large role in this entire process, but not the only role. One of the things that's been happening in Delaware over the last 20 years is sort of an increasing migration to various types of.
Ownership structures of publicly traded companies and certainly privately held companies in which, you know, one or two shareholders plays a real outsized role. And Mr. Musks is clearly the poster child for that. In the last six or seven years, he's had significant run-ins with the Delaware courts as well as the federal courts.
And many of these run-ins have, have stemmed from his being not only an iconic entrepreneur and figure. But also sort of doing double, triple, quadruple quintuple duty as the, as the, you know, manager of, of, of these large companies, many of which at least a couple years ago were all Delaware company. So, you know, you go back a few years, there was the acquisition of Solar City, which was another Musk affiliated company that was on by some people's accounts on the, on deaths door.
And it was kind of salvaged by Tesla that gave rise to all kinds of litigation about whether that was a. Conflicted controller transaction. Uh, there was the, you know, kind of the teasing tweet about funding secured to take Tesla private at four, you know, $420, which is a famous and favorite number of Mr.
Musk's that ended up getting him into some, you know, SEC type hot water and some securities fraud lawsuits. Um, and then the famous or infamous acquisition of Twitter. That, uh, that, you know, Mr. Musk, uh, you know, with great, uh, fanfare announced in the spring of 2022, spent most of the summer of 2022 trying to get out of it, and then got sued by Twitter to close the deal.
I think most people thought he was probably destined to lose, maybe for the first time, one of these big cases in that situation, and he, you know, decided to to, to close the deal. Anyway, so there's this backstory. Um, Mr. Musk has, you know, been playing an increasing role in a lot of these important cases that have been coming forward and all along there had been another case that had been sitting there since 2018, which is the case that was challenging his compensation package that was awarded him, uh, back in 2018 by Tesla.
Uh, this was a package that was heavily. Uh, skewed towards incentives and making various types of benchmarks. And if he ran the table on all these benchmarks, which Tesla Evide, you know, eventually did, uh, it would entitle him to, um, you know, a compensation package in, in an amount of around $55 billion.
And in January, 2024 after a long, two judges and, uh, a long time of litigation, chancellor McCormick in Delaware. Invalidated that pay package. Basically holding that, and we can get into the specifics if you want, but holding that, um, you know, Mr. Musk was a controller of Tesla. His pay package was therefore a conflicted transaction.
Uh, therefore triggered Delaware's longest standing common law, sort of edge of caution against controller conflicts, the so-called entire fairness doctrine, and it just wasn't appropriately defended in her view, and she invalidated the entire. Compensation amount Now, uh, people can pick nits and, and Professor Bartlet and I have done so ourselves about, you know, uh, the, the various junctures of the reasoning of that opinion.
Uh, but it certainly did not land well with Elon Musk. Within 24 hours, he was dropping tweets, uh, on his new platform saying Never incorporate your business in Delaware. He's followed up with many other vitriolic. Tweets basically hating on Delaware, um, for a variety of reasons, but most people, uh, believe it's this.
And in fact, you know, other controlled companies that are sort of within the Elon Musk sphere of influence, uh, uh, decided with great, you know, with great fanfare. To leave Delaware and go somewhere else, usually to Nevada. But Texas, uh, is another, um, place. And, and in fact, uh, Musk, uh, you know, famously took, uh, uh, Tesla and Twitter out of, uh, of Delaware.
[00:08:49] Alex Su: So Professor Talley. So what's Delaware done in response to all of that pushback?
[00:08:53] Eric Talley: Well, as I noted, there was a, there was, uh, a new, uh, governor, you know, in, in, in the beginning of 2025. Uh, but the, the process started even before that. If you go back to 2024, uh, very shortly after this, this Musk opinion came down.
There was a second opinion that came down involving, um, uh, a guy by the name of Ken Moles and, and, and, and his, uh, you know, financial company, uh, in which he was a controller, but he had reserved all kinds of rights contractually for himself, uh, to, uh, to basically, you know, sort of elbow in to what the board was doing.
Its comp a composition, having all kinds of veto rights over various types of, um, uh, transactions that traditionally under Delaware law. Are left up to the board of directors. This was challenged as being inconsistent with Delaware law and a different judge. Vice Chancellor Laster actually held many of those contractual provisions to be invalid because they weren't in the charter.
And this caused itself a, um, a, a big movement in 2024 to essentially elevate the, um, the status of shareholder agreements to be basically equal to, or in some cases. Even more important than, uh, the corporate charter of companies. And so there was a big amendment in, uh, in August of 2024 that, uh, basically did that and most people understood that as being an, uh, an overture to make Delaware more friendly to controllers.
All they had to do was work out, uh, one of these contractual provisions. Well, the ink was. Hardly dry on that. When in 2025, the new governor of Delaware, uh, uh, evidently, uh, voiced some concern that companies were still going to be leaving Delaware and a brand new proposal got put forward. It got put, put forward in a very peculiar way.
It didn't go through the usual channels that corporate law amendments go through in Delaware, so-called. Uh, Delaware Judicial Council that, uh, is made up of sort of representative attorneys from both the Plaintiff and Defense bar. This came straight from a, um, a, a senator on the del in the Delaware Senate, and a team of people that were actually the attorneys for Meta, which was one of the companies that was, that was threatening to leave.
And, uh, these amendments, uh, you know, basically got fast tracked. Way ahead of where they usually, you know, corporate law amendments usually occur in the mid to late summer, and were finalized basically in March and made huge, uh, you know, I, I think in, in many cases groundbreaking, uh, amendments and changes to two pretty bedrock areas of the Delaware Code Section 1 44 and Section two 20.
And this was all within something known as Senate bill. 21. So a lot of people talk about these changes and kind of clump them together as part of SB 21.
[00:11:51] Alex Su: So Professor Bartlett, now that Senate Bill of 21 has been signed into law, uh, how has Delaware Corporate Law changed?
[00:11:59] Bobby Bartlett: Yeah, at a high level, as Eric mentioned, there's really two substantive areas where the change occurred.
So the first one is with respect to Rule 1 44, which historically was about how do you, um, uh. Assure that a transaction involving an officer or a director in in the corporation is isn't void by virtue of the conflict of of interest. 1 44 has been amended by virtue of SB 21 to effectively create a safe harbor for conflicted transactions involving both.
Corporations and their directors and officers, but all through also with respect to corporations and controllers. And so it, it picks up on this theme that Eric was articulating that a lot of the concern and momentum behind these legislative amendments were really about trying to make Delaware hospitable to control.
Companies. Um, and, and it's useful probably to back up a little bit and think about why controllers were so concerned about where Delaware had been drifting over the last several years. And, and it's in part because the definition of who is a controlling stockholder has gone from a fairly bright line test that if you hold 50% or more of the voting power, you're a controller and therefore you owe fiduciary duties to minority stockholders.
To being more of a transactional test that looks at you have the power to either, uh, influence the corporations generally, or do you have the power over a particular transaction? So it could be by virtue of shareholdings, but also could be by virtue of managerial authority, for instance. And so the, the dividing line between who is a controller and who isn't has gotten a lot more.
Difficult to surmise. Uh, secondly, there was also always this understanding that you could get a lot of comfort with respect to trying to have, uh, a, a, a contract, um, uh, approved, uh, by disinterested directors. But then the question of who's a disinterested director has also started to morph over the years.
So that if you had an interest in the transaction, you were certainly not a disinterested director, but if it was a controlling stockholder that was a party the to the transaction, and you were somehow beholden to that controlling stockholder. Uh, and by beholden it could be, you know, any, any type of financial or non-contract, uh, contractual relationships such as, you know, your kids play soccer together, for instance.
That can make you, uh, interested. For purposes of, of that transaction and not a disinterested stockholder. So it became really, really hard to actually find a way to preserve business judgment, review of transactions involving a controller, except if you went through, uh, what is known as this two part cleansing process where you have from the start, a commitment to have a transaction approved by a disinterested board of directors or committee, and then approved by a majority of, uh, minority or the majority of disinterested stockholders as well.
So that's this MF W2 part cleansing stage. So that was sort of the, that was where the table was set when SB 21, uh, was, was first proposed. And the idea was we're gonna basically backpedal on both of these fronts. And so first of all, we're gonna hardwire controller to be, you hold 50% of, of the voting power or you.
Have a third of voting power and you have a management managerial authority such that you can act as if you are a controlling stockholder in the conventional sense. Uh, and then secondly, we also are going to define who is disinterested based on financial interest in the transaction. And so therefore, it should be easier to, to define yourself as either a controller or not a controller.
Or a disinterested stockholder, a disinterested director or an interested, uh, director. Uh, and then lastly what we do is we then reform the cleansing process under 1 44, so that if you are, and, and looking at a contract involving an officer and a director in the company, such as say, an employment contract, uh, then you can get automatic cleansing through simply a vote of majority of disinterested directors present at the meeting.
Uh, and then if it's a transaction involving a controlling stockholder and the company. Except for transactions that involve what are called going private transactions that are regulated by section 13 of the Exchange Act. So as long as you're not taking a company private from, say, NASDAQ, into private ownership, um, if it's just a controlling stockholder, a controlling stockholder transaction, such as, say, approving the compensation of a.
Uh, controlling stock order, who holds, say more than 50% of the company's, uh, majority, um, voting power. Uh, then you can cleanse that transaction, uh, against either equitable or monetary challenges, uh, by either having a majority of the disinterested directors approve it, uh, or by having a majority of the disinterested shareholders approve the transaction.
And so now you have the, instead of having mandatory two part cleansing. You know, from the start, now you have the choice of either cleansing the transaction through a vote of disinterested directors or a vote of disinterested stockholders. So that's with respect to concerns on who's a controller. How do you, how do you, uh, give assurances that a controlling a.
Stockholder transaction will be validated. Uh, and then there's a separate bucket of reforms that related to section two 20 shareholder, uh, basically books and records requests. And there, uh, uh, two, uh, SB 21, uh, fairly dramatically cut back on the, on the scope of what you can ask in a books and records, uh, request.
Um, and I guess I would say among sort of the big changes there are that you can only, uh, initially have your books and records requests relate to sort of formal corporate records. Minutes, for instance. No longer can you then ask for all communications such as emails, uh, or other written correspondence between directors and officers.
Uh, and then secondly, there's a, there's a three year lookback period, so you can't ask for books and records that exceed the, the prior three years.
[00:17:40] Alex Su: Professor Bartlett. Um, as Professor Talley mentioned, other states are reacting to this, right? Uh, Texas and Nevada are making moves to attract corporations away from Delaware.
Uh, what's the pitch they're making and are we seeing companies actually make the jump?
[00:17:55] Bobby Bartlett: Yeah, I mean, the pitch I'm making is, is largely one of predictability, uh, particularly if you're a controller, which is exactly what sort of got Delaware into this, this situation is that there was concerns that Delaware became less predictable in terms of being able to, to confidently contract with generally stockholder or even, uh, even a someone who.
Historically was not a controlling stockholder, but but may be a controlling stockholder if you get before a chancery court. And the facts somehow suggests that they're acting as if they, they, they are a con, a controlling stockholder in the conventional sense. And so predictability, I think is really what these states are offering.
And I, I think that's what's driving a lot of these, these concerns. Um, to date, as Eric said, there's, there haven't been a lot of companies that have, have made the move. Um, the, the ones that that have done so have generally been companies that have really large, uh, controller. Positions. Uh, and so you think take a company like Dropbox, Andrew Houston has over 80% of the voting power because of the dual class structure.
Uh, trade Desk, Jeff Green has almost 50% of the voting power, um, affirm Max, uh, Chen has 44% of the voting power. So, so these are, these are companies that, um, that they, they really are, companies are likely to be deemed controller under the, under the, the conventional approach and probably even under the.
But the new approach to a controlling stockholder, um, and if, you know, like going to, to Nevada was, as was the case with Dropbox trade decks in a, in a firm, they're gonna be able to have a lot more predictability. Now, that comes at a cost, as Eric said, which is that, um, you now, you, you, you have a whole class of, of shareholders who, who largely have to hope that the controlling stockholder is gonna be acting in the best interest of, of the corporation as, as, as a whole.
And not just their, their own personal interests. Which is, which is why historically we have worried about controlling stockholders as, as owing some special duties that. Aren't owed by it, by non-con controlling stockholders. Um, I, I do wanna actually, um, also note that, you know, I, I do think, and I'm gonna align myself with, with, um, a position that may differ from, from Eric's here, but, you know, I, I, I am sympathetic to, to the, the need for predictability.
Um, and, and the, the, the, the unpredictable nature of. Being a significant stockholder, particularly in a private venture-backed startup over the last several years. And so I, I do think that to, to a certain extent, um, some type of course correction, um, within the, the Delaware. Corporate law within the case law made a lot of sense, at least in terms of trying to find predictability.
And I, I think about, uh, a company that has, you know, three venture backed investors that together hold over 80% of the voting power of, of the company by virtue of their convertible preferred stock. I think it has gotten to the point where what was really hard to approach any type of insider transaction, like an insider financing for instance, you know, without just assuming entire fairness was, was going to to apply.
Um, and I think that, uh, whether or not, uh, you, you, you necessarily have to take that transaction through the mfw two step approach, um, that could impose a lot of costs relative to regime where you had. Plausible, you know, plausibly independent directors that were able to sort of take the, the, the, the, the banner of the corporation as a whole and really evaluate, negotiate with the, the metric capital and, and investors.
So, so I, I do think that, you know, that, that there is a, there's, I'm somewhat sympathetic to, to what the goal was in terms of SB 21 and trying to create predictability. Predictability. But, but I absolutely agree with Eric that the rule that we actually, the ultimate statute that we got is, is full filled with all sorts of low hanging fruit to contest, you know, whether this transaction really was compliant with the cleansing regime set forth under SB 21.
And just as a, as a concrete example of that, there was, uh, there was one modification, uh, or there was a series of modifications made in early March to the initial bill of SB 21. And, and one of them was to say that the. The, the, the disinterested directors approving a transaction du vote in good faith and without gross negligence.
Um, and so we can, I think, confidently assume that there's gonna be some litigation about whether or not this purportedly cleansing exercise by the, the disinterested directors of a, of a board of a controlling transaction or of a, you know, it officer director transaction was in fact fully compliant with, with the new 1 44.
Uh, because there's another provision of 1 44, which says, you know, if you don't fully comply with the cleansing process, then basically all bets are off, and you can continue to challenge the transaction under the, under the standard regime.
[00:22:19] Alex Su: Um, that's all the time we have for questions today. I just wanted to thank professors Talley and Bartlett.
Thank you so much for, uh, sharing your insights, uh, today with us. Um, and we really appreciate your time. All right, now let's shift gears from the boardroom to the classroom. For our second segment, we're digging into a fascinating research paper called Can AI Hold Office Hours. It's co-authored by Stanford Law Professor Lisa Lamore Ette, and it asks a very timely question.
Can large language models like chat GPT actually help law students learn or even take over some of the work professors and teaching assistants do during office hours? To walk through the findings and what they mean. We're turning things over to Stanford Law's Associate Dean and our show's producer, Adam Sterling, who sat down with Professor Willette to talk about the research, the results, and where we go from there.
Here's that conversation.
[00:23:18] Adam Sterling: Professor Ette, welcome to Under Reveal. Thanks for having me. So let's jump in. Can you walk us through the basic setup of the study? How did you train these AI models? What did you ask 'em to do, and how did you evaluate their responses?
[00:23:31] Lisa Ouellette: Yeah, so we weren't training them in a technical sense. We were prompting the models.
So we, um, uploaded the text of our casebook, which is about, um, 250,000 words, and then asked the different models to act as a tutor in these classes and answer questions based on the casebook materials. And then we experimented with different prompts with a, a set. Hold out questions different from our main sample to see what kind of prompt led to the most accurate answers.
Um, interestingly, we found that when we asked them to be very concise, they often, uh, were less likely to give an accurate answer. Hmm. And when we asked them to think through your answer step by step, um, they were more likely to. So we tried to tweak the prompt to figure out. How we were getting the best answers.
And then we came up with a large set of questions. There were 185 questions. About a third of them were like actual real questions students had emailed us over the years. Um, a third were just questions asked in the casebook itself to prompt students to think about the materials. And a third were questions we came up with based on things students had asked us during class or in office hours.
And we fed all these questions into the three different models and then, uh, took the out. Put and, um, evaluated that for, so every output was independently graded by two of the four co-authors. And then we resolved any discrepancies, um, and used that to, uh, get some assessment of how accurately they could, uh, answer these questions for that students had.
I
[00:24:54] Adam Sterling: love it. So it sounds like you basically asked these large language models to read your patent law textbook, and then you gave it a little bit of guidance on how to sort of respond to questions and then you took questions that you've received from students over the years and some other ones and said, okay, now that you've read this patent law textbook, answer these questions.
[00:25:12] Lisa Ouellette: Yeah, exactly.
[00:25:13] Adam Sterling: Before doing this research, what did you expect the results would be?
[00:25:17] Lisa Ouellette: Well, we thought there'd be a lot of variation based on the type of question. So then like if it's a question where the answer is basically in the case book where you can answer it, basically just copy and paste something from the case book, including ones where like the case book asks a question and then answers it directly.
Uh, we thought AI would be very good at that kind of pattern recognition. Um, and that would struggle more with questions that require more. Synthesis of material or drawing inferences from the text. Um, and, and we also thought that notebook LM would perform really well because it was designed for specifically this kind of task of answering questions about a constrained text.
And Google advertised it as reducing the rate of hallucinations because it's, you know, grounding its answers in the text in that way.
[00:25:57] Adam Sterling: So, so what were the results? So you had these assumptions, were they proven accurate? And how did the models results compare to one another?
[00:26:04] Lisa Ouellette: Yeah, so surprisingly, uh, notebook LM performed the worst of the three models.
Um, so we graded all of the answers on a three level scale where we said they were either, the answer was good, meaning basically all the substantive information that we would expect the answer to have. Um, so that was the best, the worst were unacceptable. So it was like actively harmful for learning, misstating the law in a way that we thought would be misleading or confusing for students.
And then the middle ground of acceptable, where maybe it doesn't fully answer the question but has the most. Minor errors, um, things we didn't think would be actively harmful for learning and the, um, rate of unacceptable answers. So for notebook lm, it was 31% of the answers overall had that, uh, lowest grade.
For GPT it was 26%. For Claude, it was 14%. So Claude was the clear winner among the models, but still had a, a large number of answers that were, um, unacceptable and in the sense that we thought. Harmful for students who are trying to learn patent law from them. Um, the, the highest grades, again, um, notebook LM performed the worst there.
So the ones getting this good score notebook, LM had 37%. GPT had 49% and Claude had 56%. So I think like, whether you view this as a, a success or not depends on what your priors are. Totally. Like On the one hand, it's, it's amazing that like, that many of the answers are like, actually it's able to. All of them models are able to produce answers that have the correct substantive content.
And if you. Told me that five years ago, it would've seemed like science fiction. Totally.
But on the other hand, I think the, the rate of unacceptable answers and things that are, um, going to be confusing for students who are trying to use this in the same way they ask questions to professors during office hours makes me think that these aren't ready to be rolled out by students, um, without some kind.
Supervision or something like that.
[00:27:53] Adam Sterling: Fascinating. So the, the conclusion of the paper was AI is not ready to start holding office hours. Uh, can you unpack that further? I, I think we have a sense for why, but, but maybe in doing that, was there anything that sort of impressed you, um, about it?
[00:28:08] Lisa Ouellette: Yeah, I mean, they.
Had a lot of good answers, um, in ways that I wouldn't have, uh, expected of me even a year ago. And, and I think that is cool and exciting and I, I'm continue to be excited about the, um, thinking about how to incorporate AI into pedagogy and whether there will be ways in which it can be useful. But I think before this project, I was more optimistic that I would be able to recommend these tools to my students and say.
Here's another learning resource you can use. Yeah. And, uh, use this as a supplement to office hours. And now instead, I, like at the beginning of when I was teaching patent law this quarter, I showed my students the results from this paper. Love it. And, and said, be really careful. I, and, and encourage them if you have a question.
Email me. I'm not overwhelmed by emails. And one of the great things about teaching at Stanford is that we have such small classes and can get to know our students. And so I'm able to handle all of their questions and I would much rather they come to me with them than asking these AI tools and having the risk of a, a misleading answer.
[00:29:07] Adam Sterling: Well, we know you'll be following this closely, so we'd love to check back in with you soon and just appreciate you spending time with Under Reveal. Sure. Thanks for having me
[00:29:17] Alex Su: to close out our first episode. We're bringing you something a little different. Each episode we'll sit down with someone we're calling a change maker, a legal professional who's taken bold steps, broken new ground, or carved out a path that's redefining what a legal career can look like.
Today's guest is a perfect example of that. Kristin's ick started her legal career during the Great Recession. Not exactly an easy time to be a young lawyer, but just a few years later, she made a leap that would change everything. She left private practice to become the first in-house lawyer at a startup called Zimride.
You might know it better by the name. It eventually took on Lyft. From there, Kristen didn't just rise through the legal ranks. She became general counsel, then moved on to business leadership and ultimately served as the president of Lyft. Her story is a fascinating look at how lawyers can evolve into broader leadership roles and how legal skills translate to the boardroom.
We talked about a lot of different topics, including her career journey. Managing risk, how she transitioned from legal to beyond. It was a fantastic conversation and I hope you enjoy it as much as I did.
Chris, I so excited to have you here. Uh. Walk me through, um, your journey at Lyft as the first lawyer and growing that legal team.
[00:30:44] Kristin Sverchek: Yeah. Um, so, you know, day one on the job, it's like me and that's the team. Mm-hmm. And um, and even in that first day, you know, we were at the time, uh, only operating in San Francisco.
Didn't have any regulatory framework at that point. And so. The very first day, the co-founder said to me, Hey, we're going to meet with a commissioner at the California Public Utilities Commission. Like, come with us. And I was sort of like, O okay. Um, you can't say no, it's your job, but I didn't know what I was doing.
Um, but, you know, so the learning curve was super steep. Mm-hmm. And not just from the substantive law, but also, um. The difference between being in-house counsel and outside counsel, which I don't think I like properly understood until the moment that I was mm-hmm. In-house counsel and, um, and so, you know, that first year it was sort of me on my own figuring out how to navigate it as the years went by, you know, it.
It was like slowly but surely adding 1, 2, 3 people to the team. After three to four years on the job, I finally started to hire a little bit at scale, which thankfully, because this was at the time that we were expanding super rapidly, we were starting to see quite a bit of litigation. Mm-hmm. And, um.
Ultimately that team, um, I think today it's probably like 150 people. Wow. Um, at the time, uh, you know, when I started it was just me and for many years thereafter, it was like single digit number of people and, um, and so it was growing the team. And then it was dealing with all of the things you have to deal with as a manager, for example, making sure your team members are appropriately compensated because we didn't have like a framework for how to compensate lawyers because that is not what an early stage startup mm-hmm.
Is thinking about. Um, and then, you know, successive rounds of financing and then obviously ultimate. Ultimately the initial public offering. And I had worked in the private financing practice. I, I really wasn't a capital markets attorney. And so, you know, having to dip in and learn all of these areas of law, uh, and, and expand my skillset.
Um, so those years were just like growth in every way possible, you know, horizontally, vertically, et cetera. Um. And so that was, so let's see. I was in the general counsel role from 2012 to 2021, so nine years of that. Wow. Which I, I guess I, is, it's helpful to mention too, because. Sometimes I think people think of career growth as like a, you get a new title, but I had the same title for nine years.
But it never felt boring or like, uh, a stayed job because every year brought so many different challenges relative to the prior year.
[00:33:23] Alex Su: I, I think it has a lot to do with the growth mindset. Yeah. You know, going back to what you said earlier, you know, before you even took the job, you were asking questions, trying to learn.
Yeah. And I gotta imagine that served you well over the years. And I, I do wanna fast forward to 2021 because I remember seeing an ar seeing an article about you, maybe in the American lawyer, um, about you taking on this, um. More encompassing role. Yeah. Beyond just, um, legal and, and that's actually a big trend these days where GCs are taking on Yeah.
What we're calling GC plus. Yeah. Uh, overseeing, uh, sometimes hr, uh, policy or other functions. Yeah. Um, and I remember seeing that article and you, you, you were taking over a wide range Yeah. Of tasks. Talk me through how that came about, because I think a lot of people who are leading legal teams would love to hear about how, how that came about.
[00:34:07] Kristin Sverchek: Yeah. You know, it's funny because. It wasn't self-initiated. Uhhuh. And, and, um, and I share that because like, I don't know if I, I think I probably would've ultimately gotten there on my own. Um, I still wasn't bored yet at nine years. And, you know, already at that point people were asking me like, well, what are you gonna do next?
What are you gonna do next? And I felt like, gosh, like I'm learning and growing all the time here, so I. Can't even think about what's next. Um, but ultimately what happened is a board member came to me and said, you've been here such a long time. You're such a trusted advisor to the co-founders. You've, um, proven your chops as you know, just as a leader, generally, not sort of.
Just a lawyer. Um, so like, you know how to hire and retain talent. Uh, you know how to have an engaged workforce, you know how to demand, you know, a high standard of quality. And those are skills that are translatable to other teams, like that's not just for legal. And, um. Like, I think you should talk to the co-founders about getting a bigger scope, but like, I'm not gonna do that for you.
So if you want it, you need to do it for yourself. And it got that, that sort of bug in my ear that I just, you know, I, I couldn't stop thinking about, okay, like, this is right. And it was a little bit scary because I felt like I knew what I was doing as a general counsel by that point. Mm-hmm. I'd had the years of imposter syndrome and had kind of finally moved past that and I was like, okay, I'm, I'm good.
Um, but. But it's to the growth mindset point. It's important to never let yourself get really too comfortable, right? Mm-hmm. And so I went to the co-founders and I sort of pitched them on this idea that I would take over, call it a lot of the like back office type work of the company. And, you know, it would allow Logan, our CEO to focus on tech and finance.
It would allow John. Our co-founder and president to focus on, uh, all of the external communications type stuff, comms, marketing, investor relations, and I could take on all of the stuff that went into like the day-to-day running of the business. So it was legal and people and policy business development.
Um, the chief information officer, uh. Real estate, some other things that actually like grew and changed through the years and things went in and out. But it was sort of like, I can step up and help you do anything you need me to do because I know how to run a team. And to my, I think like somewhat surprised, like they just immediately said yes.
You know, I was prepared. I really had prepared myself with a lot of advocacy points and I didn't even need to use those.
[00:36:41] Alex Su: It's always the best when you don't have to pitch them and they just say yes.
[00:36:44] Kristin Sverchek: Yeah, I think, um, but I was so ready for it, you know, um, that, like, I think all of those points are still like, filed away somewhere unused, um, you know, in my email.
[00:36:53] Alex Su: Yeah. I imagine that, um, you know, now that you've gone from GC to president of business affairs and then. President of the company. Um, you've had a lot of interactions with the board and you can see a lot of things, uh, see the field differently than, than that first year when you were the first lawyer. Um, I wanna shift quickly on, uh, the topic to, to what you see that's happening in the world that you find.
Interesting or exciting, and I know that you've, uh, taken some time off. Yeah. Tell me about what areas you find interesting in the world today.
[00:37:24] Kristin Sverchek: Yeah. I mean, look like it's an amazing moment to be in tech and, and, and part of like when I left Lyft, I was. Pretty certain that I was gonna stay in in tech, you know, writ large.
But you know, still wanted to take a pause and just kind of like reassess. And you know, as I've watched the emergence of generative AI and just the scale at which that's been developing, or I should say not scale rapidity, but also scale of development, like it's been so exciting to feel that we. Really on the cusp of this kind of revolution of the way that we all work.
Obviously that's gonna be hugely impactful for lawyers and I think already is starting to be. Um, so I think that's super exciting. But there are so many other new and disruptive technologies kind of at the forefront. I just, um. Join the advisory board of this company, deep Fishing that puts, um, nuclear reactors a mile underground to help develop, um, or excuse me, allow for deployment of clean energy.
And that's something I'm personally really excited about because, um. Nuclear has been a technology that, you know, sort of had its heyday and then I think had a, a, a bad name. But I think now as people are coming around realizing like, oh, actually it's, it's a very safe, affordable, and meaningful way to provide clean energy that is not.
Uh, you know, limited such as like wind energy. Mm-hmm. Solar energy, et cetera. So, so like, that's something I'm super excited about and you know, by the way, that's not like an area that I have particular, uh, expertise in, but what I do know is how you navigate as a business, uh, when you're at the forefront of what law and policy means.
Um, and I, so I'm super excited to help that company. I, you know, I also. Gosh, I mean, of the other folks I've gotten to talk to other cool technologies, um, it's like, it's, it's hard for me to even think of an example because there's so much happening right now.
[00:39:21] Alex Su: To me. It sounds like as just an outsider hearing about all this, um, you went from.
Supporting startups to kind of inhabiting this area. Yeah. Where you have regulations and laws that have not updated to Yeah. To meet new bi, new, new technologies or new innovation. And I, it seems to be closer to what your, your specialty is now. And I can't imagine. I gotta imagine. That's why deep fish in.
Sought you out.
[00:39:46] Kristin Sverchek: Yeah, absolutely. I think it was, it was both that like understanding of how to operate at the forefront of, um, and policy, but also just the understanding that like I. Scaling a company from, you know, where I, the series B 30 people, you know, up through, you know, years post public offering, like somebody who's been on that trajectory.
Like that is a relatively unique skillset because you have a lot of people who plug in in the earlier days or plug in the later days and, and some people that is, uh. It's very much their ident, their identity, right? Mm-hmm. Like they're an early stage entrepreneur or they're like a public company person.
And so I think the thing that I feel fortunate about, um, in terms of just like my staying power lift was having gotten to see like all of those things and experience the ups and downs, uh, over those years.
[00:40:40] Alex Su: Yeah. And, and that's a valuable skillset it seems like everywhere.
[00:40:44] Kristin Sverchek: Yeah. I, I think so. Yeah.
[00:40:46] Alex Su: And I, I know that, um.
Many younger lawyers earlier in their career, maybe they're at a law firm, maybe they're in-house. Um. They may seek to replicate your path. And so what advice would you give those folks about how to navigate the path forward?
[00:41:00] Kristin Sverchek: Yeah. You know, a lot of folks, um, I mean over the years have come to me saying like, Hey, I'm a first year associate at X law firm and I.
I wanna be a GC like you one day and, uh, and how do I get there? And like, my first question is always, you know, why do you wanna be a gc? Um, and I think, you know, for some folks it's like, okay, I know that's a good title and so like, I wanna achieve the title because lawyers, you know, sort of.
Stereotypically very ambitious, right. And driven mm-hmm. Individuals. Um, but like the job of a GC is, is not for everybody. And it's, um, and there are many lawyers who are better suited to law firm practice as an example. But for the folks who are like, well, I really like being integrated into the business and I'm okay with having only one client.
And um, and I'm okay with all of the demands on the time. I also think there used to be like this notion that somehow GC was better for work-life balance. Like it's not, but that's okay. Um, because in my case it felt like, um. If I'm gonna make one investment with my time mm-hmm. I want it to be something that I am really deep in versus, um, many, many different clients that I'm spending a little bit of time with.
And so, you know, for those people who are interested, so first I really like pressure test them on the why behind their interest. Um, but, you know, assuming that they, that they sort of have that fortitude, like the thing that I always encourage people to do is. Take risks in their career and. Jump into different things that interest them.
So like the sooner you can gain in-house experience, I think the better. Like I think a little bit of foundational law firm experience is really valuable, truly. Um, and sometimes this is an unpopular opinion because people like don't wanna start in big law anymore. But, um, big law does train you really well, um, both substantively and in terms of, I think, work ethic and quality.
And you could always see that in the big law trained lawyers. And so I, I actually am. A fan of that as a foundation, even for folks who wanna go in-house. But for those folks, like I would say, make sure you're taking the time to add things to your tool belt. So like if you can get an in-house job that is something different than what you did at the law firm, like that's great because you're a better, more well-rounded attorney.
And that allows for progression, you know, sort of, uh. Within an in-house position. I also think, like for folks who wanna be a gc, they need to really think about what kind of business is interesting to them. Like is it consumer facing? Is it B2B? And, um, in my case, I loved consumer facing and, and I don't know that I'll.
Only have consumer facing roles, by the way. But I loved it because Lyft was a recognizable brand. I loved that the legal team was at the forefront of the company because of legal and regulatory issues, and like the extent to which that was existential to the business. Um, and so for me it was really fulfilling.
But for another person, like my job would've been probably like horribly chaotic. Mm-hmm. So it's, it wasn't a job for everybody.
[00:44:13] Alex Su: What about for, um. Folks who are maybe in the GC seat, maybe chief legal officers who want to expand their scope. Mm-hmm. Um, what advice would you give them to start, uh, building the same level of credibility and trust with all the stakeholders in their organization, just as you did?
[00:44:30] Kristin Sverchek: Yeah, I, I mean like one of the things, so building credibility, credibility and trust takes time. And so, you know, I, I have, it's funny 'cause I've also had those same conversations with people who like. Join the company as GC yesterday, and then today they're like, I wanna take on more. And it's like, well, your leadership team doesn't even know you or what you can do.
And so, you know, in my case, um, I think it's, it's easy for folks to be like, oh, you were GC and then you were president of business affairs and then you were president. But like, that was a 12 year journey, you know? Yeah. What didn't happen overnight and the GC role was nine of those 12 years, and so. Um, so the first thing I would say is like, take the time to be really good at being a gc.
And, and that's not just like the legal work, but it's also the team management. It's also the peer relationship development. It's also the trust building. And um, and if you can navigate team management and build trust with peers, those are skills that you can really implement into other. Skillsets as far as leadership internally at a company.
But like if you can't prove that you can do those things, like your leader shouldn't trust you with more. Right? Um, so I think patience is something that is often overlooked, but it's also leaning into all the things I mentioned.
[00:45:56] Alex Su: I think the big theme that I'm hearing from everything you're saying is to make sure you're doing a good job.
At the job you have today? Yes. And in this world right now where there's so much chaos and uncertainty, what advice do you have for, uh, lawyers and business folks? Everyone? Yeah. Um, as we kind of navigate this, this, um, uncertain environment.
[00:46:19] Kristin Sverchek: Yeah, it is, it is a hard time. I mean, that is, that is for sure. And I will share like at Lyft, um.
Interestingly, like most of the years through public offering, were fairly up and to the right in terms of like good times, you know, ability to raise capital, ability to grow the team, ability to spend money on marketing, like all of these things. And when we went public in the, in March of 2019, like we never would've imagined a year later in March of 2020 that all of a sudden.
The world would shut down and no one would wanna get in a ride share anymore. And, um, and so, you know, the COVID and post COVID years were really tough in that we had to do, you know, multiple successive rounds of layoffs, other opex budget cuts, compensation reductions, all these things. And, and I think it's, again, easy to look at.
Just if you look at the. The titles on my LinkedIn, you'd be like, oh, up into the right. But there were so many hard times in there, um, you know, days, weeks, months, six months, uh, that were really difficult and a slog. Um. But that they, they would correct and then you'd have, you know, an injection of energy from some exciting new product launch or something like that.
And, um, and the thing that I tried to keep in mind for myself, which I really tried to talk to my team about was the importance of learning from those hard times. Because like if all you know is good times as a business professional, you are not a well-rounded business professional at all. Like, you know a little bit and you know how to operate on easy mode.
But, um, to learn all the skills that it took, for example, to do a large scale reduction force, like really not fun. Really not fun, uh, tested my. Empathy tested, my resilience, tested all of that. Um, but like after having done it once, I felt like, okay, understand now how to do this. And this is something that businesses need to be able to do.
And so this is like a skillset that I will carry forward in my own tool belt for future jobs. Um, so yeah, I tried to find the silver lining of the bad times.
[00:48:37] Alex Su: I could go on and on and have this conversation. I, I, I'm getting so much out of it. Um, but we are, uh, running outta time. So, um, before we wrap up, Kristen, is there any message you wanna send out to the audience?
Um, whether it's advice, insights, thoughts about anything?
[00:48:52] Kristin Sverchek: I actually would, would call back to what I just said, which is that, uh. The good times and the bad. There's something to be learned from both of those and, and applying that growth mindset to your career. You look to find the learnings in everything that you do.
Um, ev even when it's unpleasant in the moment. Um. I've, I've, I've almost always looked back on, on those times and thought, gosh, that's when I had the most learning. And, um, and really felt grateful for it, even though it wasn't fun. So I, I would say even in these chaotic times, think about what you can get from what you're doing.
[00:49:30] Alex Su: That's really well said. Thank you so much for your time today, Kristen. Um, I'm sure we'll see you around soon. Um, but really appreciate you coming by the studio to, to speak with me today.
[00:49:40] Kristin Sverchek: Thank you so much for having me.
[00:49:43] Alex Su: That's a wrap on our very first episode of Under Review. Huge thanks to our incredible guests, professors Robert Bartlett, Eric Talley, and Lisa Larimore Ette, and of course Kristen's EK for sharing their time, insights, and stories.
We're just getting started here. Every episode will bring you more conversations that connect the dots between legal, practice, research, and leadership. If you like what you heard, do us a favor, share the episode, leave a review, and tell a friend or colleague. You can watch the full video and earn CLE credit over on the PLI platform.
The audio version is live on all the major podcast apps. We'll be posting highlights on social, so follow along wherever you like to get your legal content. And most importantly, I believe this show is a two-way conversation, and I'd love to hear from you. So what stood out to you? What should we cover next?
Find me on LinkedIn, drop me a note, and let's keep the conversation going. Thank you for being here. We'll see you next time on Under Review.