Matthew A. Long and Palantir Technologies Inc. have come a long way since the company’s origins as a software company that received early funding from the Central Intelligence Agency.
The company, co-founded by PayPal Holdings Inc. co-founder Peter Thiel, sells “big data” platforms to government entities and private businesses and bypassed a traditional initial public offering to go public in a direct listing Sept. 20.
Palantir also relocated its headquarters this year from Palo Alto to Denver, while CEO Alexander Karp said the company seems “to share fewer and fewer of the technology sector’s values and commitments.”
Long, meanwhile, has moved to Austin, Texas. The company still has a Palo Alto office along with 17 others across the globe.
He got involved with the company because his freshman roommate at Stanford University, an engineer at the company, reached out to him when Palantir was looking to hire its first in-house counsel.
At the time, Long — a 2007 graduate of Harvard Law School — had been a Los Angeles-based associate with Quinn Emanuel Urquhart & Sullivan LLP for two years, primarily handling intellectual property litigation.
Long now runs a 60-person legal department that includes 36 attorneys.
“It’s been a wild ride,” he said.
Long discussed his history with Palantir, its long-awaited debut on the New York Stock Exchange, his wide-ranging responsibilities, and the role litigation has played in the company’s success. The following transcript has been edited.
Daily Journal: Were you first hired as general counsel?
Matthew A. Long: I was actually hired on the business development team. The job I applied for was actually titled, “Legal Ninja,” which at the time I found interesting and kind of funny. When I joined, I realized why. I was hired as the company’s first lawyer, but I was hired to help the company’s early stages of business development. What they pictured me doing early on was going to meet with customers, giving software demos to lawyers and procurement officials and contracting folks within the government, familiarizing them with our software, and then helping to negotiate the contract with the government. So it was kind of a hybrid of business law and business development work.
DJ: What are your responsibilities as general counsel?
Long: Over time, as the company grew . . . When I started working there, there were about 120 employees, and the only other office outside of Palo Alto was a very small office in Washington, D.C. The legal work started piling up, and then I slowly got responsibility for all different law areas that a startup has — employment law, the patenting program which I started, some litigation, et cetera. Over the years, in late 2010 and early 2011, they said, “There’s a lot of legal work. You should hire a legal team.” So I reached out to my network and started to hire lawyers, mostly from my network, and built a legal team from one to five people very quickly. From there, it morphed into a team that had responsibility for everything across the company, including privacy, ethics, regulatory work, litigation, IP, commercial contracting, government contracting and employment law.
DJ: The company is involved in a wide variety of businesses, from assisting ICE in the United States to helping on coronavirus tracing in the United Kingdom. How do you handle that wide variety of legal issues in different jurisdictions?
Long: As we grew from a small office and mostly government work into commercial work and opened offices in New York, a large office in D.C. and then offices in London, Canberra, [Australia], Paris — it became apparent that a legal team just running out of Palo Alto wasn’t going to cut it. We needed folks that could build relationships on the ground with Palantir engineers in all these different offices. So we began to hire in all these places. It’s been a great experience to hire British lawyers, French lawyers, Australian lawyers and bring them in and have us teach them about Palantir culture, Silicon Valley technology and have them teach us about that local jurisdiction. We’ve hired the same sorts of folks in each of those jurisdictions that we hire in the U.S.
DJ: In how many jurisdictions does Palantir operate?
Long: Our software is being used in 150 different countries. We don’t have lawyers’ expertise in all those different areas. We have negotiated deals with governments or commercial organizations in close to 80 countries at this point.
DJ: How many lawyers from different countries are you involved with on the regulatory end or in litigation?
Long: Our team in London and Paris. . . We have lawyers in each of those places, and there are lawyers who are trained in different countries around Europe. They’ll manage things in that part of the world. When necessary, when things are complex enough, we’ll reach out to a local counsel in that country. Three-quarters of the time we can handle the contracting and the customer relationship work in house without having to use outside counsel. The other 25% of the time we’ll retain outside counsel because something will be more tricky from an IP perspective or a regulatory perspective or the deal is complex enough that we want someone strategic on the ground with experience in that market to help us negotiate things and get the best terms for Palantir.
DJ: Palantir did not go public with a traditional IPO. Why was that decision made, and what are the advantages of the alternative you used for the company and for investors?
Long: Without giving anything away [in terms of considerations] at the board level, the fact is the company was doing very well, did not need to raise any money directly and wanted to provide liquidity to employees and investors who had been with us and loyal to us for a very, very long time. We just felt that, all things considered, … the best approach for our employees, our investors, and the company was to go public through a direct listing.
DJ: One obvious disadvantage of going public is that you’ve got reporting requirements, other issues, the Securities and Exchange Commission looking over your shoulder. What do you have to deal with now that you didn’t before?
Long: Certainly, everything you just mentioned. But one of the cool things about being a Silicon Valley-based legal team is that many of the lawyers we hired had taken companies public when they were at [an outside] law firm. They represented public companies at a law firm. A few of them had worked at public companies before. They joined a private company with the hope and dream that one day their big project will be to take this company public. And then they pour their blood, sweat and tears into building a company to take it public. It’s really a great moment for the legal team when that happens. For some other teams at the company, it might not be the capstone of their career. But for many of us, it has been — that privilege of taking Palantir public.
The public company work is kind of the next phase for our legal team, one that we’re well prepared for. For folks that have done it before, it’s new for them to be on the in-house side, having seen private-public transitions. For ones that haven’t done it before, they can plug in and gain a whole new competency. So it’s been really exciting.
DJ: The company has been involved in a variety of litigation in recent years. There’s an ongoing lawsuit with a former investor and a successful lawsuit in 2018 against the U.S. Army that subsequently led to a contract for an intelligence analysis system. How important is litigation to achieving the company’s strategic goals?
Long: In the case of the Army litigation, we found this law in 2009 when I started at the company, and it had been on the books since 1994. It was called the Commercial Item Preference. It was under the Federal Acquisitions Streamlining Act. This law stated the government, when it was looking to make a purchase of anything on the marketplace, it had to first buy a commercial item before it developed something from scratch. When it was written in 1994, it applied to a hammer or a piece of equipment. If there’s a truck that exists in the commercial marketplace, the government must buy that before it goes out and develops a new truck or hammer technology from scratch.
No one had ever pursued litigation with the government over this law. But what we’d seen in the Army is that soldiers on the ground in Afghanistan and Iraq throughout my first decade at Palantir were begging us to use Palantir software. They wanted to use Palantir software to keep them safe in the field. And the Army bureaucracy in the leadership — not the people at the top, they were supportive, but the people in the middle that make the purchasing decisions — would rather pay a systems integrator to build that software from scratch. They kept building these custom solutions that didn’t work, went over in cost, or were inefficient. This is a case where you’re suing your customer, but at the same time, the people actually using your software — they want this to happen. Reluctantly, we went into this lawsuit, but we felt it was our only option to use this law to try to create change and get the software into the hands of the soldiers on the ground. In that case, I would say litigation was very important. We didn’t feel like we were actually suing the Army in an adversarial way. We felt like the courts were our way of helping to accomplish the mission. We felt like we were actually on the side of the soldiers in that lawsuit.
DJ: How do you decide what law firms to hire, and how important is cost in deciding which firm to choose?
Long: For us, it’s really been about the relationships we’ve built with the partners at the law firms we work with. We’ve had Hamish Hume from Boies Schiller — he was our lead counsel in the Army litigation — and Allison Spinner at Wilson Sonsini. Those two folks and many people on their team are just as important in the success story at Palantir as most people at the company. We’ve never been looking for a full-service law firm to do our work and spread work around the firm. It’s more about each project, trying to pick the right partner that we can build a relationship with, to get to really know the company, and understand all the quirks and idiosyncrasies of our culture, of our product, of our business.
And then cost, [in the early years of] the company, legal fees were smaller and there was a little less attention paid. We viewed it as an investment in the company’s growth. When you become a public company, costs become more important and more attention is paid.