Employee Benefits & Compensation
Privacy & Data Security


David Thomas is a partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. He has 17 years of experience providing legal and practical guidance on compensation and benefits issues facing companies ranging from multinational corporations to start-ups and was named in the 2013 edition of Northern California Super Lawyers.

Dave spends much of his time assisting high-growth companies with compensation and employee benefits issues affecting recruiting and retention, including the design and administration of:

  • equity incentive plans,
  • employment agreements,
  • tax-qualified retirement plans, and
  • welfare benefit plans (including the data privacy issues present in such plans).

Dave also has significant experience assisting large and small employers with compensation and benefits issues that arise in mergers and acquisitions (he has advised on over 300 transactions in the last six years). His mergers and acquisitions practice includes experience representing both buyers and sellers in large and small transactions, including cross-border and other complex transactions. He also focuses on the more unique issues involved in private-equity-led purchases, including rollovers of sellers' equity and the issues that arise in the spin-off or carve-out of a division of a larger company to a purchaser with no ongoing operations.

Dave has significant international experience pertaining to compensation and benefits matters. He regularly represents non-U.S. buyers and sellers in transactions involving U.S. employees, and U.S. buyers and sellers in transactions involving non-U.S. employees. As Asian, European, and Israeli companies seek to move to or expand their operations in the United States, Dave often counsels them regarding the employee and equity compensation aspects of these business changes.

In addition, Dave helps plan sponsors to detect defects in tax-qualified retirement plans by conducting "self-audits" of such plans; assisting plan sponsors in preparing for and managing Internal Revenue Service and Department of Labor audits; and correcting defects in tax-qualified retirement plans through Internal Revenue Service and Department of Labor compliance programs.

Dave also assists clients and friends of the firm proactively by serving as an important source of information on compensation and employee benefits law. He serves on the advisory board for the Certified Equity Professional Institute, the leading organization for the certification of stock plan professionals. He is asked regularly to speak and publish on these topics by leading professional groups, including the National Association of Stock Plan Professionals, the Global Equity Organization, and the Certified Equity Professional Institute.

Dave actively participates as a member of the Bay Area community through his service on the board of directors of the WSGR Foundation. He also volunteers with the Northern California Chapter of the Arthritis Foundation, chaired the 2012 San Francisco Arthritis Walk, and is co-chairing the children and teen programs for the 2014 National Juvenile Arthritis Conference.

  • J.D., University of Virginia School of Law, 1996
    Recipient, Edwin S. Cohen Tax Scholarship
  • B.S., Economics and Political Science, James Madison University, 1993
    Summa Cum Laude
  • Named in the 2013 and 2014 editions of Northern California Super Lawyers
  • Speaker, "Back-to-Basics: Equity Compensation Types, Pros and Cons," Aspirations 2013: An Emerging Company Conference, Santa Clara, CA, November 2013
  • Speaker, "Where'd My Talent Go? Avoiding Equity Plan Mistakes During Acquisition," E*Trade Private Company Forum, Redwood City, CA, October 2013
  • Speaker, "Stock Plan Proposal & Say-on-Pay Litigation 2.0: How to Avoid the Sharks," 2013 National Association of Stock Plan Professionals Annual Conference, Washington, DC, September 2013
  • Speaker, "Disruptive Compensation... What to Think About Today for Sound Business-Based Compensation for Next Year," Silicon Valley Compensation Association, Santa Clara, CA, September 2013
  • Speaker, "So You Think Your Company Is Going to Be Sold? What the Finance Exec Needs to Know to Get a Good Deal Too!" FEI Career Services Luncheon, Palo Alto, CA, April 2013
  • Speaker, "Pablo Picasso Meets Mario Andretti: Creative Designs to Drive Performance and Meet Your Compensation Goals," Ninth Annual Certified Equity Professional Institute Symposium, Santa Clara, CA, March 2013
  • Speaker, "Corporate Governance and Listing Standards," Wilson Sonsini Goodrich & Rosati Client MCLE Day, December 2012
  • Speaker, "Compensation Trends," Technology Association of Oregon, Portland, OR, November 2012
  • Speaker, "The IPO Abyss: Splunk-ing through the Challenges of Equity and Executive Compensation," Aspirations 2012: An Emerging Company Conference, Santa Clara, CA, July 2012
  • Speaker, "Internal and External Aspects of Stock Plan Governance," Global Equity Organization International Conference, Washington, D.C., April 2012
  • Speaker, "Thinking Outside the Box: A World Beyond Options and RSUs," 8th Annual Certified Equity Professional Institute Symposium, Santa Clara, California, March 2012
  • Speaker, "Equity Issues in Mergers and Acquisitions," National Association of Stock Plan Professionals Annual Conference, San Francisco, California, November 2011
  • Speaker, "Legal, Administrative, and PRACTICAL Considerations for Expanding Your Equity Programs to the United States," Global Equity Organization International Conference, Amsterdam, Netherlands, June 2011
  • Co-author with W. Devine and G. Stegmaier, "HHS Issues First-Ever Civil Monetary Penalty for HIPAA Privacy Rule Violation," Health IT Law & Industry Report, May 2, 2011
  • Speaker, "Employee Equity Fundamentals: Part 1 and Part 2," Wilson Sonsini Goodrich & Rosati College for Clients, October 2011 and September 2010
  • Speaker, "Year-End and Quarterly Reporting," Wilson Sonsini Goodrich & Rosati College for Clients, February 2011 and January 2010
  • Co-author, executive compensation chapter of 2010-2011 edition of Employee Benefits in Mergers and Acquisitions (co-authored executive compensation and welfare benefit plan chapters of previous editions)
  • Speaker, "Employment for Life? Legal and Tax Implications of Unexpected Changes in an Employee's Status," 7th Annual Certified Equity Professional Institute Symposium, Santa Clara, California, December 2010
  • Speaker, "Legal, Tax and Administrative Headaches with Wacky Vesting Terms, Clawbacks, and Other Creative Terms That Keep Cropping Up!"Silicon Valley NASPP Conference, June 2010
  • Co-author, "Equity Compensation in Mergers and Acquisitions: Things to Watch Out For," Journal of Pension Benefits, Autumn 2009
  • Speaker, "Caution! Dangerous Merge Ahead: M&A Must-Knows for Stock Plans," June 2009
  • Speaker, "Severance Agreements Under Section 409A and 162(m)," National Association of Stock Plan Professionals Annual Meeting, October 2008
  • Co-author, "The Enron Litigation: Lots of Noise, Only a Little Substance . . . So Far," Journal of Pension Benefits, Winter 2004
  • Co-author, "Plan Fiduciary Responsibilities: Making Important Decisions after Enron," Employee Benefit Plan Review, August 2002
  • State Bar of California

Contact Information

650 Page Mill Road
Palo Alto, CA 94304
Phone | 650-849-3261
Fax | 650-493-6811

Email | David Thomasdthomas@wsgr.com

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