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 has taught M&A and 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 sits on the advisory board of Faurecia, a global leader in manufacturing auto parts based in Paris, and he served as general counsel to the Super Bowl 50 Host Committee. David serves on many civic boards, including the Aspen Institute's Business and Society Program board of advisors and the board of the Silicon Valley Director's Exchange.
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)
- Amerco (U-Haul)
- 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, San Francisco Symphony
- Director, Wildlife Conservation Network
- Advisory Board Member, Faurecia Automotive
- Board Member, KDFC Classical Radio Station
- Member, Board of Advisors, Aspen Institute Business and Society Program
- Honored as a "BTI Client Service All-Star" for 2018
- Selected for inclusion in the 2018 edition of Best Lawyers in America
- Named a Fellow of the American College of Governance Counsel
- Named in Northern California Super Lawyers in 2010-2018
- "What's the Problem with Dual Class Stock? A Brief Response to Professors Bebchuk and Kastiel," Harvard Law School Forum on Corporate Governance and Financial Regulation, April 17, 2019
- "Why 'Sunset' Provisions for Dual Class Stock Are Not the Answer," The CLS Blue Sky Blog, March 29, 2019
- "Reconsidering Stockholder Primacy in an Era of Corporate Purpose," The Harvard Forum on Corporate Governance and Financial Regulation (also available on SSRN here), March 4, 2019
- Co-author with A. Simmerman and N. Emeritz, "Implementation of MFW Standard in New York," The Harvard Forum on Corporate Governance and Financial Regulation, June 12, 2018
- Co-author with A. Simmerman and A. Broderick, "Non-Delaware Decisions on Director Nominations," The Harvard Forum on Corporate Governance and Financial Regulation, May 18, 2018
- Co-author, "Are Dual-Class Companies Harmful to Stockholders? A Preliminary Review of the Evidence," The Harvard Forum on Corporate Governance and Financial Regulation, April 15, 2018
- "Why Dual-Class Stock: A Brief Response to Commissioners Jackson and Stein," The Harvard Forum on Corporate Governance and Financial Regulation, February 22, 2018
- Co-author with B. Sorrels and P. Sumpter, "Delaware Court Ruling on Trading Price and Fair Value Appraisal," The Harvard Forum on Corporate Governance and Financial Regulation, February 21, 2018
- "Delaware Court Ruling on Dual-Class Recapitalization Involving Controlling Stockholders," The Harvard Forum on Corporate Governance and Financial Regulation, January 8, 2018
- Co-author with B. Sorrels and K. Henderson, "Analysis of Section 220 Demand Request," The Harvard Forum on Corporate Governance and Financial Regulation, November 28, 2017
- "In Search of Lost Time: What if Delaware Had Not Adopted Shareholder Primacy?" The Harvard Forum on Corporate Governance and Financial Regulation, 2017
- 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
- Please see wsgr.com for a complete list of publications.
- State Bar of California
- State Bar of New York