DAVID J. BERGER
Select Publications
- Co-author with D. Clark, I. Salceda, and A. Kim, "Delaware Chancery Court Upholds Reasonableness of Board Strategy in Merger Transaction," The M&A Lawyer, Vol. 14, No. 9, October 2010
- "NYSE Commission Report Defines Core Principles of Corporate Governance," The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 7, 2010
- "Delaware Chancery Court Upholds Adoption and Use of Poison Pill Triggered by Competitor's Acquisition of Stock," Wilson Sonsini Goodrich & Rosati Alert, March 5, 2010
- Co-author with L. Chu, W. de Wied, and R. Ishii, "RiskMetrics Issues 2010 Updates to Corporate Governance Policy," Corporation, Vol. LXXXI, No. 1, January 4, 2010
- Co-author with L. Chu and N. 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 K.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
- "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 E. 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 I. 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 T. Chaplick and R.G. 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 A.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
- "What Did the Board Know?" Legal Times IP, July 2005
- "Stormy Weather: The Enron and WorldCom Settlements Make Waves," D&O Advisor, Spring 2005
- "Springboard to a Swan Dive? (Case Commentary: Should John Join Benchmark's Audit Committee?)," Harvard Business Review, February 2005
- "Collecting Documents on an Expedited Basis -- Practical Guidelines," CGO Review, Vol. I, Issue 3, September 2004
- "What the WorldCom and Enron Settlements Mean to You as an Outside Director," Wilson Sonsini Goodrich & Rosati Client Alert, January 10, 2005
- "As the World Turns: The Changing View of the Director Defendant in Corporate Litigation," September 2004
- "Creating an Effective Board," Global Corporate Governance Guide 2004: Best Practices in the Boardroom, 2004
- "Increased Costs Discourage Many Companies from Going Public," Wall Street Lawyer Vol. 6 No. 12, 2003
- "Recent Developments in State Court Derivative and Class Action Litigation: 'Evolving Expectations' or Revolutionary Changes in Delaware Law?"
- "Recent Developments in State Court Derivative and Class Action Litigation: The Evolution ('Revolution?') in Delaware"
