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Extensive M&A Experience
Doug is one of the most active lawyers in the U.S. counseling public companies on M&A transactions.
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A Practice Leader
Doug is a leader of the firm’s shareholder activism practice, and represents clients in shareholder activism matters, proxy solicitations, and other contests for corporate control.
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A Recognized Practitioner
Doug was recognized by The American Lawyer as Dealmaker of the Year in 2023, received the California Lawyer “Attorney of the Year” award for M&A, and has been named among California’s “Top 40 Under 40” leading lawyers by the Daily Journal.
Doug Schnell is a partner in the Palo Alto office of Wilson Sonsini, where he is the head of the firm’s shareholder engagement and activism practice.
Over the past five years, Deal Point Data ranks Doug as the seventh-most active attorney in the United States representing public companies in sale transactions. In addition, a significant portion of Doug’s practice is spent helping companies, and their boards of directors and management teams, with their most challenging and high-stakes circumstances. Many of these matters remain private.
Throughout his career, Doug has been involved in a variety of transformative transactions across industries, including representing Twitter in its acquisition by Elon Musk, LinkedIn in its acquisition by Microsoft, and Hawaiian Airlines in its acquisition by Alaska Airlines. In addition, he represented Twitter in its proxy contest defense against Elliott Management, Lyft in its proxy contest defense against Engine Capital, Yahoo! in its proxy contest defense against Starboard Value, and Google in the adoption of a new class of non-voting stock.
Doug regularly represents acquirers, targets, and financial advisers in U.S. and cross-border mergers, acquisitions, takeovers (both negotiated and contested), leveraged buyouts, and other corporate transactions across industries. He has a particular emphasis on the representation of public companies and their boards of directors in sale processes (to both strategic and financial acquirers). Doug also advises several of Wilson Sonsini’s investment banking clients as financial advisers in various public M&A transactions, including Centerview, Qatalyst Partners, Goldman Sachs, Evercore, and Morgan Stanley.
Wilson Sonsini is consistently ranked as one of the most active firms for shareholder activism defense. Doug has been involved in dozens of activist campaigns and proxy contests. He regularly represents clients in connection with all aspects of shareholder activism and shareholder engagement, including in proxy solicitations and other contests for corporate control and in responding to Rule 14a-8 shareholder proposals. Doug has advised numerous companies with respect to the design and implementation of shareholder rights plans and other corporate protective measures.
Doug Schnell is a partner in the Palo Alto office of Wilson Sonsini, where he is the head of the firm’s shareholder engagement and activism practice.
Over the past five years, Deal Point Data ranks Doug as the seventh-most active attorney in the United States representing public companies in sale transactions. In addition, a significant portion of Doug’s practice is spent helping companies, and their boards of directors and management teams, with their most challenging and high-stakes circumstances. Many of these matters remain private.
Throughout his career, Doug has been involved in a variety of transformative transactions across industries, including representing Twitter in its acquisition by Elon Musk, LinkedIn in its acquisition by Microsoft, and Hawaiian Airlines in its acquisition by Alaska Airlines. In addition, he represented Twitter in its proxy contest defense against Elliott Management, Lyft in its proxy contest defense against Engine Capital, Yahoo! in its proxy contest defense against Starboard Value, and Google in the adoption of a new class of non-voting stock.
Doug regularly represents acquirers, targets, and financial advisers in U.S. and cross-border mergers, acquisitions, takeovers (both negotiated and contested), leveraged buyouts, and other corporate transactions across industries. He has a particular emphasis on the representation of public companies and their boards of directors in sale processes (to both strategic and financial acquirers). Doug also advises several of Wilson Sonsini’s investment banking clients as financial advisers in various public M&A transactions, including Centerview, Qatalyst Partners, Goldman Sachs, Evercore, and Morgan Stanley.
Wilson Sonsini is consistently ranked as one of the most active firms for shareholder activism defense. Doug has been involved in dozens of activist campaigns and proxy contests. He regularly represents clients in connection with all aspects of shareholder activism and shareholder engagement, including in proxy solicitations and other contests for corporate control and in responding to Rule 14a-8 shareholder proposals. Doug has advised numerous companies with respect to the design and implementation of shareholder rights plans and other corporate protective measures.
- 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
- Recognized by The American Lawyer as a “Dealmaker of the Year 2023”
- Received California Lawyer Attorney of the Year (CLAY) Award for Mergers & Acquisitions
- Named to Daily Journal's "Top 40 Under 40" list of California's leading lawyers of 2018
- State Bar of California
- State Bar of Massachusetts
- State Bar of New York
- 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
- Recognized by The American Lawyer as a “Dealmaker of the Year 2023”
- Received California Lawyer Attorney of the Year (CLAY) Award for Mergers & Acquisitions
- Named to Daily Journal's "Top 40 Under 40" list of California's leading lawyers of 2018
- State Bar of California
- State Bar of Massachusetts
- State Bar of New York
Select Representations
Public Company Acquisitions
Milestone Transactions
- Twitter in its $44 billion acquisition by Elon Musk
- LinkedIn in its $26.2 billion acquisition by Microsoft
- Altera in its $16.7 billion acquisition by Intel
- Zynga in its $12.7 billion cash-and-stock acquisition by Take-Two Interactive
- NetSuite in its $9.3 billion acquisition by Oracle (the largest enterprise SaaS transaction in history)
- Hawaiian Airlines in its $1.9 billion acquisition by Alaska Airlines
Other Transactions
- Soleno Therapeutics in its $2.9 billion acquisition by Neurocrine Biosciences
- OneStream in its $6.4 billion acquisition by Hg
- Couchbase in its $1.5 billion acquisition by Haveli Investments
- Intevac in its acquisition by Seagate
- HashiCorp in its $6.4 billion acquisition by IBM
- Infinera in its $2.3 billion acquisition by Nokia
- Transphorm in its $339 million acquisition by Renesas
- VIZIO in its $2.3 billion acquisition by Walmart
- Alteryx in its $4.4 billion acquisition by Clearlake Capital and Insight Partners
- Sumo Logic in its $1.7 billion acquisition by Francisco Partners
- KnowBe4 in its $4.6 billion acquisition by Vista Equity Partners
- ForgeRock in its $2.3 billion acquisition by Thoma Bravo
- Poly in its $3.3 billion acquisition by HP
- Mandiant in its $5.4 billion acquisition by Google
- Momentive Global in its proposed, but terminated, $4.1 billion all-stock acquisition by Zendesk and its $1.5 billion acquisition by STG
- Medallia in its $6.4 billion acquisition by Thoma Bravo
- Pluralsight in its $3.6 billion acquisition by Vista Equity Partners
- Collectors Universe in its $850 million acquisition by an investor consortium led by D1 Capital Partners and Cohen Private Ventures
- Forescout Technologies in its $1.6 billion acquisition by Advent International
- Pacific Biosciences of California in its proposed, but terminated, $1.2 billion acquisition by Illumina
- Rackspace Hosting in its $4.3 billion acquisition by Apollo Global Management
- TIBCO Software in its $4.3 billion acquisition by Vista Equity Partners
- KLA-Tencor in multiple acquisitions, including its $3.4 billion acquisition of Orbotech and its proposed, but terminated, $10.6 billion acquisition by Lam Research
Private Company Acquisitions
- PlayAI in its acquisition by Meta
- Stripe in its acquisition of Bridge
- DoorDash in its $7 billion acquisition of Wolt
- Dealer.com in its $1.1 billion acquisition by Dealertrack Technologies
- MessageMedia in its $1.3 billion acquisition by Sinch
- Ondot Systems in its acquisition by Fiserv
- Pomo Search in its acquisition by Google
- CloudSimple in its acquisition by Google
- Avi Networks in its acquisition by VMware
- Wercker Holding B.V. in its acquisition by Oracle
- Fossil Group in its $260 million acquisition of Misfit
- Cornish & Carey Commercial, the leading commercial real estate broker in Northern California, in its acquisition by BGC Partners, an affiliate of Cantor Fitzgerald
- Pacific Biosciences of California in multiple transactions
- Google in multiple acquisitions
- Rambus in multiple acquisitions
- Zscaler in multiple acquisitions
- Brocade Communications Systems in multiple acquisitions
Other Transactions
- Standard Bio Tools (f/k/a Fluidigm) in its $250 strategic investment by Casdin Capital and Viking Global Investors
- SunPower in its spinoff of Maxeon Solar Technologies
- Emerson Collective in its acquisition of a portion of Monumental Sports & Entertainment, a holding company whose assets include the NBA’s Washington Wizards and the NHL’s Washington Capitals
- CamberView Partners in its strategic investment by Corsair Capital
- Total S.A. in its joint venture with Amyris
- Total S.A. in its acquisition of 60 percent of SunPower
Financial Adviser Representations
- Centerview, Qatalyst Partners, Goldman Sachs, Morgan Stanley, Evercore, Piper Sandler, and others as financial adviser in numerous transactions
Shareholder Activism and Engagement
Milestone Representations
- Several large and mega-cap companies in their shareholder activism defense against activists such as Elliott Management, Starboard Value, Carl Icahn, Corvex, Blue Harbour, Third Point, Sachem Head, Engine Capital, Engaged Capital, Irenic, and Legion Partners
- Twitter in its activism defense against Elliott Management and related $1 billion investment by Silver Lake Partners
- Yahoo! in its activism defense against Starboard Value
- Netflix in its activism defense against Carl Icahn, including the adoption of a shareholder rights plan
- Lyft in its activism defense against Engine Capital
- Nuance Communications in its activism defense against Carl Icahn, including the adoption of a shareholder rights plan
- Autodesk in its activism defense against Sachem Head and Eminence Capital, and against Starboard Value
Other Representations
- BlackLine in its activism defense against Engaged Capital and against Scaler Gauge Fund
- Oportun in its activism defense against Findell Capital and against Bradley Radoff
- Seer in its activism and hostile offer defense against Bradley Radoff
- Five9 in its activism defense against Anson Funds
- SiriusPoint in its activism defense against Third Point
- Nutanix in its activism defense against Legion Partners
- Athira Pharma in its proxy contest with Richard A. Kayne
- Box in its proxy contest with Starboard Value
- Deckers in its proxy contest with Marcato Capital
- Zymeworks in its activism and hostile offer defense against All Blue Falcons, including the adoption of a shareholder rights plan
- Forte Biosciences in its activism defense against multiple activists, including the adoption of a shareholder rights plan
- ARCA biopharma in its activism defense against Cable Car Capital
- Sumo Logic in its activism defense against Scaler Gauge Fund
- Momentive Global in its activism defense against Legion Partners and against Irenic
- Harmonic in its activism defense against Scopia Capital
- eHealth in its activism defense against Hudson Executive Capital and against Starboard Value
- Collectors Universe in its activism defense against Alta Fox Capital
- Infinera in its activism defense against Oaktree Capital Management
- Forescout Technologies in its activism defense against Corvex and Jericho Asset Management
- Lattice Semiconductor in its activism defense against Lion Point Capital
- Impinj in its activism defense against Sylebra HK Co.
- Gigamon in its activism defense against Elliott Management
- Jive Software in its activism defense against Engine Capital
- Telenav in its activism defense against Nokomis Capital
- LifeLock in its activism defense against Elliott Management
- Polycom in its activism defense against Elliott Management
- Integrated Silicon Solution in its activism defense against Starboard Value
- Rackspace Hosting in its activism defense against Blue Harbour Group
- E2open in its activism defense against Altai Capital Management, including the adoption of a shareholder rights plan
- Juniper Networks in its activism defense against Elliott Management
- Riverbed Technology in its activism defense against Elliott Management
- Brocade Communications in its activism defense against Elliott Management
With respect to corporate governance, Doug's representations include:
- The special committee of the board of directors of WeWork in multiple transactions, including WeWork’s proposed IPO and a multibillion-dollar tender offer by SoftBank
- The special committee of the board of directors of Atlassian in its reincorporation form the United Kingdom into Delaware
- Zymeworks in its reincorporation from Canada into Delaware, which included the transfer of its shareholder rights plan from British Columbia to Delaware
- fuboTV in the elimination of its Series AA preferred stock
- Jeff Green, the founder of The Trade Desk, in connection with modifications to The Trade Desk’s multi-class share structure
- Zynga in the elimination of its multi-class share structure
- Google in its implementation of a class of non-voting common stock
- Multiple companies in the elimination of their classified boards
Select Representations
Public Company Acquisitions
Milestone Transactions
- Twitter in its $44 billion acquisition by Elon Musk
- LinkedIn in its $26.2 billion acquisition by Microsoft
- Altera in its $16.7 billion acquisition by Intel
- Zynga in its $12.7 billion cash-and-stock acquisition by Take-Two Interactive
- NetSuite in its $9.3 billion acquisition by Oracle (the largest enterprise SaaS transaction in history)
- Hawaiian Airlines in its $1.9 billion acquisition by Alaska Airlines
Other Transactions
- Soleno Therapeutics in its $2.9 billion acquisition by Neurocrine Biosciences
- OneStream in its $6.4 billion acquisition by Hg
- Couchbase in its $1.5 billion acquisition by Haveli Investments
- Intevac in its acquisition by Seagate
- HashiCorp in its $6.4 billion acquisition by IBM
- Infinera in its $2.3 billion acquisition by Nokia
- Transphorm in its $339 million acquisition by Renesas
- VIZIO in its $2.3 billion acquisition by Walmart
- Alteryx in its $4.4 billion acquisition by Clearlake Capital and Insight Partners
- Sumo Logic in its $1.7 billion acquisition by Francisco Partners
- KnowBe4 in its $4.6 billion acquisition by Vista Equity Partners
- ForgeRock in its $2.3 billion acquisition by Thoma Bravo
- Poly in its $3.3 billion acquisition by HP
- Mandiant in its $5.4 billion acquisition by Google
- Momentive Global in its proposed, but terminated, $4.1 billion all-stock acquisition by Zendesk and its $1.5 billion acquisition by STG
- Medallia in its $6.4 billion acquisition by Thoma Bravo
- Pluralsight in its $3.6 billion acquisition by Vista Equity Partners
- Collectors Universe in its $850 million acquisition by an investor consortium led by D1 Capital Partners and Cohen Private Ventures
- Forescout Technologies in its $1.6 billion acquisition by Advent International
- Pacific Biosciences of California in its proposed, but terminated, $1.2 billion acquisition by Illumina
- Rackspace Hosting in its $4.3 billion acquisition by Apollo Global Management
- TIBCO Software in its $4.3 billion acquisition by Vista Equity Partners
- KLA-Tencor in multiple acquisitions, including its $3.4 billion acquisition of Orbotech and its proposed, but terminated, $10.6 billion acquisition by Lam Research
Private Company Acquisitions
- PlayAI in its acquisition by Meta
- Stripe in its acquisition of Bridge
- DoorDash in its $7 billion acquisition of Wolt
- Dealer.com in its $1.1 billion acquisition by Dealertrack Technologies
- MessageMedia in its $1.3 billion acquisition by Sinch
- Ondot Systems in its acquisition by Fiserv
- Pomo Search in its acquisition by Google
- CloudSimple in its acquisition by Google
- Avi Networks in its acquisition by VMware
- Wercker Holding B.V. in its acquisition by Oracle
- Fossil Group in its $260 million acquisition of Misfit
- Cornish & Carey Commercial, the leading commercial real estate broker in Northern California, in its acquisition by BGC Partners, an affiliate of Cantor Fitzgerald
- Pacific Biosciences of California in multiple transactions
- Google in multiple acquisitions
- Rambus in multiple acquisitions
- Zscaler in multiple acquisitions
- Brocade Communications Systems in multiple acquisitions
Other Transactions
- Standard Bio Tools (f/k/a Fluidigm) in its $250 strategic investment by Casdin Capital and Viking Global Investors
- SunPower in its spinoff of Maxeon Solar Technologies
- Emerson Collective in its acquisition of a portion of Monumental Sports & Entertainment, a holding company whose assets include the NBA’s Washington Wizards and the NHL’s Washington Capitals
- CamberView Partners in its strategic investment by Corsair Capital
- Total S.A. in its joint venture with Amyris
- Total S.A. in its acquisition of 60 percent of SunPower
Financial Adviser Representations
- Centerview, Qatalyst Partners, Goldman Sachs, Morgan Stanley, Evercore, Piper Sandler, and others as financial adviser in numerous transactions
Shareholder Activism and Engagement
Milestone Representations
- Several large and mega-cap companies in their shareholder activism defense against activists such as Elliott Management, Starboard Value, Carl Icahn, Corvex, Blue Harbour, Third Point, Sachem Head, Engine Capital, Engaged Capital, Irenic, and Legion Partners
- Twitter in its activism defense against Elliott Management and related $1 billion investment by Silver Lake Partners
- Yahoo! in its activism defense against Starboard Value
- Netflix in its activism defense against Carl Icahn, including the adoption of a shareholder rights plan
- Lyft in its activism defense against Engine Capital
- Nuance Communications in its activism defense against Carl Icahn, including the adoption of a shareholder rights plan
- Autodesk in its activism defense against Sachem Head and Eminence Capital, and against Starboard Value
Other Representations
- BlackLine in its activism defense against Engaged Capital and against Scaler Gauge Fund
- Oportun in its activism defense against Findell Capital and against Bradley Radoff
- Seer in its activism and hostile offer defense against Bradley Radoff
- Five9 in its activism defense against Anson Funds
- SiriusPoint in its activism defense against Third Point
- Nutanix in its activism defense against Legion Partners
- Athira Pharma in its proxy contest with Richard A. Kayne
- Box in its proxy contest with Starboard Value
- Deckers in its proxy contest with Marcato Capital
- Zymeworks in its activism and hostile offer defense against All Blue Falcons, including the adoption of a shareholder rights plan
- Forte Biosciences in its activism defense against multiple activists, including the adoption of a shareholder rights plan
- ARCA biopharma in its activism defense against Cable Car Capital
- Sumo Logic in its activism defense against Scaler Gauge Fund
- Momentive Global in its activism defense against Legion Partners and against Irenic
- Harmonic in its activism defense against Scopia Capital
- eHealth in its activism defense against Hudson Executive Capital and against Starboard Value
- Collectors Universe in its activism defense against Alta Fox Capital
- Infinera in its activism defense against Oaktree Capital Management
- Forescout Technologies in its activism defense against Corvex and Jericho Asset Management
- Lattice Semiconductor in its activism defense against Lion Point Capital
- Impinj in its activism defense against Sylebra HK Co.
- Gigamon in its activism defense against Elliott Management
- Jive Software in its activism defense against Engine Capital
- Telenav in its activism defense against Nokomis Capital
- LifeLock in its activism defense against Elliott Management
- Polycom in its activism defense against Elliott Management
- Integrated Silicon Solution in its activism defense against Starboard Value
- Rackspace Hosting in its activism defense against Blue Harbour Group
- E2open in its activism defense against Altai Capital Management, including the adoption of a shareholder rights plan
- Juniper Networks in its activism defense against Elliott Management
- Riverbed Technology in its activism defense against Elliott Management
- Brocade Communications in its activism defense against Elliott Management
With respect to corporate governance, Doug's representations include:
- The special committee of the board of directors of WeWork in multiple transactions, including WeWork’s proposed IPO and a multibillion-dollar tender offer by SoftBank
- The special committee of the board of directors of Atlassian in its reincorporation form the United Kingdom into Delaware
- Zymeworks in its reincorporation from Canada into Delaware, which included the transfer of its shareholder rights plan from British Columbia to Delaware
- fuboTV in the elimination of its Series AA preferred stock
- Jeff Green, the founder of The Trade Desk, in connection with modifications to The Trade Desk’s multi-class share structure
- Zynga in the elimination of its multi-class share structure
- Google in its implementation of a class of non-voting common stock
- Multiple companies in the elimination of their classified boards
Select Clients
Doug's governance and disclosure clients include:
- Adobe
- Autodesk
- Employers Holdings
- NetApp
- NETGEAR
- Palo Alto Networks
- Splunk
Select Clients
Doug's governance and disclosure clients include:
- Adobe
- Autodesk
- Employers Holdings
- NetApp
- NETGEAR
- Palo Alto Networks
- Splunk
Select Publications
- Co-author, “Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices,” Wilson Sonsini white paper, October 29, 2025
- Co-author, “Developments with Universal Proxy Cards and Advance-Notice Bylaws,” Harvard Law School Forum on Corporate Governance, June 17, 2024
- Co-author, “Approaching Shareholder Engagement in 2024,” Harvard Law School Forum on Corporate Governance, February 16, 2024
- Co-author, “Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation,” Harvard Law School Forum on Corporate Governance, September 5, 2023
- Co-author, “Counting Shareholder Votes,” Insights: The Corporate & Securities Law Advisor, Vol. 33, No. 5, May 2019
- Numerous client alerts
Select Speaking Engagements
- Speaker, “Tips and trends shaping the 2025 proxy season,” The Corporate Director Podcast, March 19, 2025
- Speaker, “Trends in Shareholder Activism,” The Corporate Director Podcast, March 20, 2024
Select Publications
- Co-author, “Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices,” Wilson Sonsini white paper, October 29, 2025
- Co-author, “Developments with Universal Proxy Cards and Advance-Notice Bylaws,” Harvard Law School Forum on Corporate Governance, June 17, 2024
- Co-author, “Approaching Shareholder Engagement in 2024,” Harvard Law School Forum on Corporate Governance, February 16, 2024
- Co-author, “Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation,” Harvard Law School Forum on Corporate Governance, September 5, 2023
- Co-author, “Counting Shareholder Votes,” Insights: The Corporate & Securities Law Advisor, Vol. 33, No. 5, May 2019
- Numerous client alerts
Select Speaking Engagements
- Speaker, “Tips and trends shaping the 2025 proxy season,” The Corporate Director Podcast, March 19, 2025
- Speaker, “Trends in Shareholder Activism,” The Corporate Director Podcast, March 20, 2024
D-Fend’s field proven technology is trusted by government, public safety, and enterprise organizations, with thousands of deployments across more than 30 countries, with annual revenue growth of over 50 percent over the last three years and expected full year 2026 revenues of $185 million. The acquisition is expected to close in the fourth quarter of 2026, subject to required regulatory approvals and satisfaction of other customary closing conditions.
The Wilson Sonsini team that advised Centerview Partners on the transaction includes Doug Schnell, Rich Mullen, Nikkisha Smith Howard, and Hayden Smith.
For more information, please see Motorola Solutions’ news release.
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