DAVID J. BERGER
David Berger is a litigation partner at Wilson Sonsini Goodrich & Rosati and a leader in the firm's corporate governance and shareholder activism practices. David represents directors, enterprises, and stockholders on fiduciary duty and corporate control issues, and has served as lead trial and/or appellate counsel in many high-profile M&A and securities cases in courts across the country.
Some recent examples include representing TIBCO and its directors in its sale to a private equity group, including defeating a motion for preliminary injunction and winning a motion to dismiss with prejudice; a private equity consortium in the first expedited arbitration in the Hong Kong International Arbitration Center, which resulted in a complete victory for David's clients (including the award of attorneys' fees); Chevron in the first case in Delaware finding in favor of forum-selection bylaws; Google in connection with its precedent-setting adoption of its non-voting stock; and Francisco Partners in its acquisition of Metrologic, including obtaining complete victory in the New Jersey state trial and appellate courts in novel litigation challenging the transaction.
David is a prominent author and speaker on these issues. He has taught corporate governance classes at law schools across the country, including Harvard, Stanford, Berkeley, and Duke, and has been a visiting professor at Hebrew University and Tel Aviv University. David served as counsel to the NYSE's Proxy Working Group as well as its Commission on Corporate Governance.
David has been at Wilson Sonsini Goodrich & Rosati since 1989. Among other leadership roles, he has served as a member of the firm's board of directors, chair of the firm's Policy Committee, chair of the Pro Bono Committee, and on the board of the firm's venture capital fund.
David is actively involved in numerous civic matters. He served as general counsel to the Super Bowl 50 Host Committee and is a director of the Wildlife Conservation Network, the Smuin Ballet, the Silicon Valley Directors Exchange, and chairs the board of the Bay Area's classical music station, KDFC. David also serves on Aspen Institute's Business and Society Program board of advisors.
David works closely with numerous public interest legal groups, including the Equal Justice Society, the Lawyers Committee for Civil Rights, the American Civil Liberties Union, and the Center for Medicare Advocacy.
David previously served on the board of directors of the California Culinary Academy (NASDAQ:COOK), including serving on the company's transactions committee.SELECT CLIENTS:
- Alphabet (formerly Google)
- Cypress Semiconductor
- Francisco Partners
- New York Stock Exchange
- Oak Hill Capital Partners
- Silver Lake Partners
- Tory Burch
- J.D., Duke University School of Law, 1987
- B.A., History, Duke University, 1982
Magna Cum Laude
- Director, Silicon Valley Directors' Exchange
- Director, Smuin Ballet
- Director, Wildlife Conservation Network
- Board Member, KDFC Classical Radio Station
- Member, Board of Advisors, Aspen Institute Business and Society Program
- Member, Advisory Board, Markkula Center for Applied Ethics
- Selected for inclusion in the 2018 edition of Best Lawyers in America
- Named a Fellow of the American College of Governance Counsel
- Recipient, Jack W. Londen Award, Lawyers' Committee for Civil Rights of the San Francisco Bay Area
- Named in Northern California Super Lawyers in 2010-2017
- 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
- Co-author with S. Bochner and L. Sonsini, "Dual-Class Stock and Private Ordering: A System That Works," The Harvard Forum on Corporate Governance and Financial Regulation, May 24, 2017
- Co-author with S. Davidoff Solomon and A.J. Benjamin, "Tenure Voting and the U.S. Public Company," The Business Lawyer, Vol. 72, No. 2, Spring 2017
- "Int'l Brotherhood—Reduction of Merger Litigation Risk by Massachusetts Supreme Court," The Harvard Forum on Corporate Governance and Financial Regulation, March 30, 2017
- "The 'Corporate Governance Misalignment' Problem," The Harvard Forum on Corporate Governance and Financial Regulation, March 23, 2017
- "In Search of Lost Time: What if Delaware Had Not Adopted Shareholder Primacy?" The Harvard Forum on Corporate Governance and Financial Regulation, February 27, 2017
- "The American Prosperity Project," The Harvard Forum on Corporate Governance and Financial Regulation, December 20, 2016
- "Brexit May Spell Elephants' Extinction," The Mercury News, July 12, 2016
- "Delaware Enacts New Rapid Arbitration Act," The Harvard Forum on Corporate Governance and Financial Regulation, April 14, 2015
- "The Next Wave of Proxy Access Proposals," The Harvard Forum on Corporate Governance and Financial Regulation, November 24, 2014
- Co-author with B. Sorrels, "Developments in Forum Selection since Chevron and Thoughts for the Future," Insights, Vol. 28, No. 10, October 2014
- "It's Critical to Review Board Conduct on Ex Ante Basis," Daily Journal, September 24, 2014
- "Delaware Court Finds Two Transactions Not Entirely Fair," The Harvard Forum on Corporate Governance and Financial Regulation, September 18, 2014
- "Lessons from Mt. Holly: Leading Scholars Demonstrate Need for Disparate Impact Standard to Combat Implicit Bias," 11 Hastings Race and Poverty Law Journal 241, Summer 2014
- 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' Education Institute at Duke University
- Directors' Institute, Smith School of Business, University of Maryland
- Practising Law Institute (PLI)
- New York Stock Exchange
- Silicon Valley Directors' Exchange
- U.S. Securities and Exchange Commission
- State Bar of California
- State Bar of New York