DOUGLAS K. SCHNELL

Partner
Corporate

EXPERIENCE:

Douglas Schnell is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he practices corporate and securities law. Doug focuses his practice on shareholder activism, mergers and acquisitions (both negotiated and contested), and corporate governance.

WSGR is regularly ranked as one of the most active firms for shareholder activism defense, and Doug is a leader in the firm’s practice. He regularly represents clients in connection with shareholder activism, as well as in proxy solicitations and other contests for corporate control. Doug has advised numerous companies with respect to the design and implementation of shareholder rights plans and other corporate protective measures.

Doug represents acquirers, targets, and financial advisors in U.S. and cross-border mergers, acquisitions, takeovers (both negotiated and contested), leveraged buyouts, and other corporate transactions. He also counsels companies with regard to complex corporate governance, SEC compliance, 1934 Act disclosure, and other corporate and securities law matters.

In 2018, Doug was selected by the Daily Journal for inclusion on its "Top 40 Under 40" list of California’s leading lawyers.

SELECT REPRESENTATIONS:

Doug's shareholder activism representations include:

  • A10 Networks in its defense against a possible proxy contest by VIEX Capital
  • Lattice Semiconductor in its defense against a possible proxy contest by Lion Point Capital
  • Impinj in connection with its cooperation agreement with Sylebra HK Co.
  • Gigamon in its defense against an activism campaign by Elliott Management
  • Deckers in its defense against a proxy contest by Marcato Capital, which resulted in all of Deckers’ director nominees being reelected
  • Jive Software in its defense against a possible proxy contest by Engine Capital
  • Aviat Networks in in its defense against a possible proxy contest by JDS1 and a possible proxy contest by Steel Partners Holdings and Lone Star Value Management
  • Telenav in its defense against multiple possible proxy contests by Nokomis Capital
  • LifeLock in its defense against an activism campaign by Elliott Management
  • Yahoo! in its defense against a possible proxy contest by Starboard Value
  • Autodesk in its defense against a possible proxy contest by Sachem Head Capital Management and Eminence Capital
  • Polycom in its defense against an activism campaign by Elliott Management
  • Integrated Silicon Solution, Inc. (ISSI) in its defense against an activism campaign by Starboard Value
  • Audience in its defense against an activism campaign by Vertex Capital (now known as VIEX Capital)
  • Rackspace Hosting in its defense against an activism campaign by Blue Harbour Group
  • E2open in its defense against an activism campaign by Altai Capital Management
  • Hawaiian Holdings, the parent company of Hawaiian Airlines, in its defense against an activism campaign by Hirzel Capital Management
  • NetApp in its defense against an activism campaign by a prominent activist
  • Juniper Networks in its defense against an activism campaign by Elliott Management
  • TIBCO Software in its defense against an activism campaign by Praesidium Investment Management
  • Riverbed Technology in its defense against an activism campaign and hostile offer by Elliott Management
  • Intevac in defense against a proxy contest by Voce Capital Management
  • Brocade Communications in its defense against an activism campaign by Elliott Management
  • Nuance Communications in its defense against an activism campaign by Carl Icahn
  • Netflix in its defense against an activism campaign by Carl Icahn
  • Intuit in its defense against a possible proxy contest by Relational Investors
  • Sovereign Bancorp in its defense against a possible proxy contest by Relational Investors

Doug also represents select long-term investors in connection with their investments in public companies, including:

  • Vintage Capital Management in its investment in Liberty Tax
  • Vintage Capital Management in its threatened proxy contest at Vitamin Shoppe
  • Vintage Capital Management in its investment in Babcock & Wilcox
  • Vintage Capital Management in its investment in Rent-A-Center
  • A shareholder group in its proxy contest at Surge Components, which resulted in, among other things, a significant capital return to Surge’s shareholders
  • Eriksen Capital Management in its successful proxy contest at Solitron Devices
  • Stadium Capital Management in its threatened proxy contest at Big 5 Sporting Goods
  • Vintage Capital Management in its successful proxy contest at IEC Electronics, which resulted in all sitting directors being replaced by nominees proposed by Vintage
  • Vintage Capital Management in its threatened proxy contest at, and proposed acquisition of, Aaron's
  • Vintage Capital Management in its investment in Anaren

With respect to mergers and acquisitions, Doug's representations include:

  • Vintage Capital Management in its pending $1.4 billion acquisition of Rent-A-Center
  • Evercore Group, financial advisor to the Special Committee of the Board of Directors of Dell Technologies, in Dell’s exchange of its Class V tracking stock
  • KLA-Tencor in its pending $3.4 billion acquisition of Orbotech
  • Rocket Fuel in its $145 million acquisition by Sizmek
  • Emerson Collective in its acquisition of a portion of Monumental Sports & Entertainment, a holding company whose assets include the NBA’s Washington Wizards and NHL’s Capitals
  • Wercker Holding B.V. in its acquisition by Oracle
  • Rackspace Hosting in its $4.3 billion acquisition by affiliates of Apollo Global Management
  • CamberView Partners in its strategic investment by affiliates of Corsair Capital
  • NetSuite in its $9.3 billion acquisition by Oracle
  • LinkedIn in its $26.2 billion acquisition by Microsoft
  • API Technologies in its $111 million acquisition by affiliates of J.F. Lehman & Company
  • An investor group in its acquisition of Amplify Education from News Corporation
  • Evercore Group, financial advisor to Abbott Laboratories, in connection with Abbott's $31 billion acquisition of St. Jude Medical and $8.4 billion acquisition of Alere
  • Fossil Group in its $260 million acquisition of Misfit
  • KLA-Tencor in its proposed, but terminated, $10.6 billion acquisition by Lam Research
  • Altera in its $16.7 billion acquisition by Intel
  • Morgan Stanley & Co., financial advisor to Freescale Semiconductor, in connection with Freescale's acquisition by NXP Semiconductors
  • Cornish & Carey Commercial, the leading commercial real estate broker in Northern California, in its acquisition by BGC Partners, an affiliate of Cantor Fitzgerald
  • TIBCO Software in its $4.3 billion acquisition by affiliates of Vista Equity Partners
  • Dealer.com in its $1.1 billion acquisition by Dealertrack Technologies
  • Total S.A. in its joint venture with Amyris
  • Total S.A. in its acquisition of 60 percent of SunPower
  • Cypress Semiconductor in its $110 million acquisition (initially on an unsolicited basis) of RAMTRON International
  • Brocade Communications Systems in multiple acquisitions
  • Google in multiple acquisitions
With respect to corporate governance, Doug's representations include:
  • Zynga in the elimination of its multi-class share structure
  • Google in its implementation of a class of non-voting common stock
SELECT CLIENTS:

Doug's governance and disclosure clients include:

  • Adobe
  • Autodesk
  • Echelon
  • Employers Holdings
  • NetApp
  • NETGEAR
  • Palo Alto Networks
  • Splunk
AWARDS AND HONORS:
  • Honored with a 2017 California Lawyer Attorney of the Year (CLAY) Award for Mergers & Acquisitions
  • Selected for inclusion in the Daily Journal's 2018 list of the "Top 40 Under 40" lawyers in California
EDUCATION:
  • J.D., Cornell Law School, 2005
  • M.B.A., S.C. Johnson Graduate School of Management, Cornell University, 2005
  • B.A., Economics for Business and Management, Occidental College, 2001
ASSOCIATIONS AND MEMBERSHIPS:
  • Member, New York City Bar Association
  • Member, Massachusetts Bar Association
  • Member, American Bar Association
ADMISSIONS:
  • State Bar of California
  • State Bar of Massachusetts
  • State Bar of New York