DAVID J. BERGER

Partner
 
Securities Litigation
Corporate Law & Governance
Internal & Government Investigations
Litigation
Mergers & Acquisitions

EXPERIENCE:

David J. Berger is a member of the board of directors at Wilson Sonsini Goodrich & Rosati and chair of the Policy Committee. David also chairs WSGR's Pro Bono Committee and serves on the board of the firm's venture capital fund.

David is a leader in Wilson Sonsini Goodrich & Rosati's corporate governance practice. He specializes in representing officers, directors, and shareholders in corporate control contests and mergers and acquisitions. He has had a leading role in many of the most prominent corporate control and governance disputes in Silicon Valley and Delaware, including representing Google in its adoption of its Class C stock; Chevron in the successful litigation amending its bylaws to include a mandatory forum selection provision; AATI in the leading case involving Delaware's confidential arbitration program; Hewlett-Packard's board in its proxy contest and litigation to acquire Compaq; 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; 3PAR in its auction and eventual sale to HP; Ameritrade in its merger with TD Waterhouse and, subsequently, TD Ameritrade in a variety of matters; and Pixar in its merger with Walt Disney.

David also serves as counsel to a number of private equity firms, including Silver Lake Partners, Oak Hill Capital Partners, and Francisco Partners. Additionally, he served as counsel to the New York Stock Exchange's Proxy Working Group and acted as chief counsel to the NYSE Commission on Corporate Governance, which issued its final report in the fall of 2010. He was a participant in the Securities and Exchange Commission's Proxy Roundtable, and has taught corporate governance, mergers and acquisitions, and related classes at institutions such as Harvard Law School, Stanford University's Directors College, Stanford Law School, UC Berkeley's Boalt Hall School of Law, and Duke's Director Education Institute.

David 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, led a multi-week trial in a federal court in San Francisco to end discrimination in county-contracting processes, was co-counsel with the Equal Justice Society on an amicus brief on behalf of social and organizational psychologists in the Fisher v. University of Texas case recently decided by the U.S. Supreme Court, and led the WSGR team honored by the Lawyers' Committee for Civil Rights for its work in de Abadia-Peixoto v. United States Department of Homeland Security, a class action lawsuit filed in August 2011 on behalf of thousands of immigration detainees who have been forced to appear in shackles before the immigration court. David has served on the board of directors of the California Culinary Academy (NASDAQ:COOK), as well as a number of nonprofit organizations, including the Smuin Ballet, Legal Aid Society-Employment Law Center of San Francisco, and the Legal Community Against Violence.

SELECT CLIENTS:
  • Chevron
  • Copart
  • Cypress Semiconductor
  • Francisco Partners
  • Freescale Semiconductor
  • Genentech
  • Google
  • Hewlett-Packard
  • Infospace
  • New York Stock Exchange
  • Nuance
  • Oak Hill Capital Partners
  • Quickturn Design Systems
  • Silver Lake Partners
  • TDAmeritrade
  • Tory Burch
  • ZAGG
EDUCATION:
  • J.D., Duke University School of Law, 1987
  • B.A., History, Duke University, 1982
    Magna Cum Laude
ASSOCIATIONS AND MEMBERSHIPS:
  • Member, Mergers and Acquisitions Editorial Advisory Board, Law360
  • Director, Global Capital Markets Center
  • Director, Silicon Valley Directors' Exchange
  • Director, Smuin Ballet
  • Member, Advisory Board, KDFC Classical Radio Station
  • Member, Advisory Board, Corporate & Takeover Law
  • Member, Advisory Board, Markkula Center for Applied Ethics
HONORS:
  • Recipient, Jack W. Londen Award, Lawyers' Committee for Civil Rights of the San Francisco Bay Area
  • Named in Northern California Super Lawyers in 2010, 2011, 2012, and 2013
  • Selected for inclusion in the 2007 edition of The Legal 500 US
  • Recipient, Martin Luther King Jr. Visionary Award, Lawyers' Committee on Civil Rights
  • AV Preeminent Peer Review Rating, Martindale-Hubbell
SELECT PUBLICATIONS:
SELECT SPEAKING ENGAGEMENTS:

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' Education Institute at Duke University
  • Directors' Institute, Smith School of Business, University of Maryland
  • 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 TheCorporateCounsel.net webcast entitled, "Exclusive Forum Bylaws: What Now?" as well as a New York Stock Exchange webcast entitled "The Proxy & Shareholder Communications Process" and the Silicon Valley Directors' Exchange's "Where to Pick a Fight: The Brave New World of Forum Selection Clauses and Shareholder Litigation." 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?"

ADMISSIONS:
  • State Bar of California
  • State Bar of New York

Contact Information

650 Page Mill Road
Palo Alto, CA 94304
Phone | 650-320-4901
Fax | 650-493-6811

One Market Plaza
Spear Tower, Suite 3300
San Francisco, CA 94105
Phone | 415-947-2000
Fax | 415-947-2099

Email | David Bergerdberger@wsgr.com

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