David represented Hewlett-Packard in its successful proxy contest to acquire Compaq, and also tried the case of Walter Hewlett v. Hewlett-Packard Corp. in the Delaware Chancery Court, which resulted in a complete victory for Hewlett-Packard. David has been involved in a variety of the most prominent takeover transactions in recent years, including representing Genentech in response to Roche's merger proposal; the Special Committee of Freescale Semiconductor in one of the largest going-private transactions in the technology arena; Ameritrade in its merger with TD Waterhouse and, subsequently, TD Ameritrade in a variety of matters; Pixar in its merger with Walt Disney; and J.D. Edwards in its merger with PeopleSoft and in its response to Oracle's hostile tender offer. David also is counsel to a number of private equity firms, including Francisco Partners. Additionally, David serves as counsel to the New York Stock Exchange's Proxy Working Group, was a participant in the Securities and Exchange Commission's Proxy Roundtable, and has taught corporate governance, mergers and acquisitions, and related classes at such institutions as Harvard Law School, the Stanford Directors' College and Stanford Law School, UC Berkeley's Boalt Hall School of Law, and Duke's Director Education Institute.

David also maintains an active pro bono and public service practice. He was one of the lead counsel in a case that successfully challenged the use of written tests to determine disability qualifications under the Americans with Disabilities Act, and also led a multi-week trial in federal court in San Francisco to end discrimination in county-contracting processes. David has served on the board of directors of the California Culinary Academy (NASDAQ:COOK), as well as the Smuin Ballet, Legal Aid Society-Employment Law Center of San Francisco, and the Legal Community Against Violence.

David is a member of the firm's Policy Committee.

• Acxiom
• Autodesk
• Copart
• Francisco Partners
• Freescale Semiconductor

David J. Berger continued

• Gartner Group
• Genentech
• Hewlett-Packard
• Infospace
• J.D. Edwards
• Network Associates
• Nuance
• Quickturn Design Systems
• TDAmeritrade
• UTStarcom
• Vector Capital

• J.D., Duke University School of Law, 1987
• B.A., History, Duke University, 1982
  Magna Cum Laude

• Director, Global Capital Markets Center
• Director, Smuin Ballet
• Member, Advisory Board, Corporate & Takeover Law
• Member, Advisory Board, Markkula Center for Applied Ethics
• Member, Advisory Board, National Association of Corporate Directors, Silicon Valley Chapter
• Faculty Member, Directors' Educational Institute at Duke University

• Selected for inclusion in the 2007 edition of The Legal 500 US
• Martin Luther King Jr. Visionary Award, Lawyers' Committee on Civil Rights
• AV Peer Review Rating, Martindale-Hubbell

• Co-author with Lawrence Chu, Warren de Wied, and Robert Ishii, "RiskMetrics Issues 2010 Updates to Corporate Governance Policy," Corporation, Vol. LXXXI, No. 1, January 4, 2010
• Co-author with Lawrence Chu and Neela Morrison, "Delaware Court Applies Entire Fairness Standard of Review to a Sale to a Third Party When the Company Has a Controlling Shareholder," The M&A Lawyer, Vol. 13, No. 10, November/December 2009
• Co-author with Kenneth M. Murray, "As the Market Turns: Corporate Governance Litigation in an Age of Stockholder Activism ," NYU Journal of Law & Business, Vol. 5, No. 1, Spring 2009
• "2009 Proxy Season Update II: Recent Changes in Delaware Law," Wilson Sonsini Goodrich & Rosati Alert, April 20, 2009
• "2009 Proxy Season Update," Wilson Sonsini Goodrich & Rosati Alert, April 16, 2009

David J. Berger continued

• "Delaware Supreme Court Defines Limits of Revlon Duties in a Change of Control," Wilson Sonsini Goodrich & Rosati Alert, March 30, 2009
• "Federal Court Allows Activist Stockholders to Vote Shares at Annual Meeting despite Failure to Comply with Disclosure Obligations of Federal Securities Laws," Wilson Sonsini Goodrich & Rosati Alert, June 19, 2008
• "Delaware Chancery Court Allows Activist Stockholder to Nominate Director Candidates without Complying with Advance-Notice Provision of Bylaws," Wilson Sonsini Goodrich & Rosati Alert, April 16, 2008
• "Delaware Chancery Court Issues a Trio of Opinions Reminding Boards and Corporate Counsel to Carefully Review Corporate Contracts and Documents," Wilson Sonsini Goodrich & Rosati Alert, April 9, 2008
• Co-author with Elizabeth Saunders, "Delaware Chancery Court Upholds "Go-Shop" Provisions—But Enjoins Shareholder Votes Pending Supplemental Proxy Disclosures and Waiver of Standstill Agreement," Corporation, Vol. LXXVIII, No. 14, July 2007
• Co-author with Ignacio E. Salceda, "Chancery Court Decisions Limit Access to Corporate Records in Going-Private Transaction and Following Derivative Suit," Wall Street Lawyer, Vol. 10, No. 12, December 2006
• Co-author with the Honorable Leo E. Strine, Jr., "Win Lose or Draw—Director Choice in a Litigious World," Duke Directors' College, March 2006
• Co-author with Trevor Chaplick and Robert Greene Sterne, "United States: Directors' Responsibility for Intellectual Property in U.S. Corporations," IP Value 2006, Building and Enforcing Intellectual Property Value, 2006
• "One Practicioner's Random Thoughts on Shareholders' Rights in the Modern Corporation," chapter in The Accountable Corporation, Volume 1, Greenwood Publishing, December 2005
• "Inside the Minds: Corporate Governance Law," Aspatore Books
• Co-author with Adrian T. Delmont, "The Good, The Bad and The Ugly: Director Risk in the Post-Enron World," Securities Litigation & Enforcement Institute, September 2005
• "Delaware Vice Chancellor Strine Suggests Reform of a Delaware Common Law Regarding Fully Negotiable Going-Private Transactions," Wall Street Lawyer, August 2005
• More publications
• Please see wsgr.com for a complete list of publications.

David is a frequent speaker and lecturer on matters of corporate governance and control issues. His past speaking engagements have included presentations at:

• American Bar Association
• Directors' College, Stanford Law School
• Directors' Educational Institute at Duke University
• Practising Law Institute (PLI)
• New York Stock Exchange
• Law schools and business schools throughout the country, including teaching classes at Stanford, Harvard, and Duke

In addition, David recently participated in a New York Stock Exchange webcast entitled "The Proxy & Shareholder Communications Process." He also participated in the Corporate Board Member/NASDAQ Board Governance Series, addressing the topics of "Retaking Control of the Board Room Process: Three New Developments That Cause Directors to Lose Sleep" and "What Steps Can Boards Take Today That Will Make Them More Effective in the Future?"

David J. Berger continued

• State Bar of California
• State Bar of New York