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Jaqueline Tokuda
Partner
Employee Benefits and Compensation
Palo Alto
jtokuda@wsgr.com

D650-565-3904

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  • Broad Insight

    Jaqueline advises on the design and administration of equity-based compensation programs; employment, consulting, retention, severance, change in control, and deferred compensation arrangements; and the associated tax, accounting, ERISA, and securities law implications. 

  • A Recognized Practitioner

    Jaqueline was selected as a “Rising Star” by Northern California Super Lawyers

Y. Jaqueline Tokuda is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where she specializes in employee benefits and compensation. Her practice focuses on the representation of public and private companies and individuals in executive compensation and employee benefits matters.

Jaqueline provides advice on the design and administration of equity-based compensation programs (such as stock option, restricted stock, performance-based awards, and other equity arrangements, as well as option exchange and repricing programs); employment, consulting, retention, severance, change in control, and deferred compensation arrangements; and the associated tax (including Sections 409A and 280G), accounting, ERISA, and securities law implications. She regularly assists public companies with corporate governance and compliance matters such as those related to executive compensation disclosures, employee communications, and public announcements.

Prior to attending law school, Jaqueline was an investment banker in the technology group at Credit Suisse First Boston in Palo Alto, California. She also has worked as an investment banker in the real estate securities division of Paine Webber in New York, New York. From 2011 to 2012, Jaqueline temporarily left Wilson Sonsini to help co-found a business with family. She currently is co-chair of the firm's Culture Committee and member of the firm’s Hiring Committee and Women of Wilson Committee.

Experience

Y. Jaqueline Tokuda is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where she specializes in employee benefits and compensation. Her practice focuses on the representation of public and private companies and individuals in executive compensation and employee benefits matters.

Jaqueline provides advice on the design and administration of equity-based compensation programs (such as stock option, restricted stock, performance-based awards, and other equity arrangements, as well as option exchange and repricing programs); employment, consulting, retention, severance, change in control, and deferred compensation arrangements; and the associated tax (including Sections 409A and 280G), accounting, ERISA, and securities law implications. She regularly assists public companies with corporate governance and compliance matters such as those related to executive compensation disclosures, employee communications, and public announcements.

Prior to attending law school, Jaqueline was an investment banker in the technology group at Credit Suisse First Boston in Palo Alto, California. She also has worked as an investment banker in the real estate securities division of Paine Webber in New York, New York. From 2011 to 2012, Jaqueline temporarily left Wilson Sonsini to help co-found a business with family. She currently is co-chair of the firm's Culture Committee and member of the firm’s Hiring Committee and Women of Wilson Committee.

Education
  • J.D., Boston College Law School, 2006
  • Visiting Scholar, UC Berkeley School of Law2005-2006
  • B.S., Wharton School, University of Pennsylvania, 1999
Honors
  • Named to the 2014, 2015, and 2016 "Rising Stars" lists published by Northern California Super Lawyers
Admissions
  • State Bar of California
Credentials
Education
  • J.D., Boston College Law School, 2006
  • Visiting Scholar, UC Berkeley School of Law2005-2006
  • B.S., Wharton School, University of Pennsylvania, 1999
Honors
  • Named to the 2014, 2015, and 2016 "Rising Stars" lists published by Northern California Super Lawyers
Admissions
  • State Bar of California

Representative Transactions

Jaqueline is actively involved in the firm's transactional practice in matters such as financings, initial public offerings, and mergers and acquisitions, including the following representative transactions:

  • Aerohive Networks in its $272 million acquisition by Extreme Networks
  • Apptio in its $1.94 billion acquisition by Vista Equity Partners
  • Cypress Semiconductor in its $5 billion merger with Spansion
  • Electro Scientific Industries in its $1 billion acquisition by MKS Instruments
  • Informatica in its $5.3 billion acquisition by the Permira funds and Canada Pension Plan Investment Board
  • Lifelock in its $2.3 billion acquisition by Symantec
  • Polycom in its $2 billion acquisition by Siris Capital
  • Zynga in its $12.7 billion acquisition by Take-Two
  • A10 Networks in its initial public offering
  • Aerohive Networks in its initial public offering
  • ALX Oncology in its initial public offering
  • Apptio in its initial public offering
  • Cloudflare in its initial public offering
  • Domo in its initial public offering
  • Forescout in its initial public offering
  • HashiCorp in its initial public offering

  • Informatica in its initial public offering

  • LinkedIn in its initial public offering
  • Livongo Health in its initial public offering
  • Pacific Biosciences of California in its initial public offering
  • Paymentus in its initial public offering
  • Seer in its initial public offering

In addition, Jaqueline is involved in the representation of executives and executive teams, including:

  • Executives of Dell in its $25 billion going-private transaction and $16 billion going-public transaction
Matters

Representative Transactions

Jaqueline is actively involved in the firm's transactional practice in matters such as financings, initial public offerings, and mergers and acquisitions, including the following representative transactions:

  • Aerohive Networks in its $272 million acquisition by Extreme Networks
  • Apptio in its $1.94 billion acquisition by Vista Equity Partners
  • Cypress Semiconductor in its $5 billion merger with Spansion
  • Electro Scientific Industries in its $1 billion acquisition by MKS Instruments
  • Informatica in its $5.3 billion acquisition by the Permira funds and Canada Pension Plan Investment Board
  • Lifelock in its $2.3 billion acquisition by Symantec
  • Polycom in its $2 billion acquisition by Siris Capital
  • Zynga in its $12.7 billion acquisition by Take-Two
  • A10 Networks in its initial public offering
  • Aerohive Networks in its initial public offering
  • ALX Oncology in its initial public offering
  • Apptio in its initial public offering
  • Cloudflare in its initial public offering
  • Domo in its initial public offering
  • Forescout in its initial public offering
  • HashiCorp in its initial public offering

  • Informatica in its initial public offering

  • LinkedIn in its initial public offering
  • Livongo Health in its initial public offering
  • Pacific Biosciences of California in its initial public offering
  • Paymentus in its initial public offering
  • Seer in its initial public offering

In addition, Jaqueline is involved in the representation of executives and executive teams, including:

  • Executives of Dell in its $25 billion going-private transaction and $16 billion going-public transaction
Focus Areas
  • Employee Benefits and Compensation
Recent Insights
Client Highlights
Wilson Sonsini Advises Harmonic on $145 Million Acquisition of Video Business Segment by MediaKind
On December 8, 2025, Harmonic, a leader in virtualized broadband and video delivery solutions, announced it has received a binding offer from MediaKind, a leader in cloud-based video streaming technology, to acquire its Video Business segment for approximately $145 million in cash. The transaction, which is expected to close in the first half of 2026, is subject to a French employee works council consultation process and customary closing conditions and regulatory approvals. Wilson Sonsini Goodrich & Rosati is advising Harmonic on the transaction.
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Wilson Sonsini Advises Plus on Business Combination with Churchill IX
On June 5, 2025, Plus Automation (Plus), a physical AI company commercializing AI-based virtual driver software for autonomous trucks, and Churchill Capital Corp IX (Churchill IX), a special purpose acquisition company, announced that they have entered into a definitive agreement to effect a business combination. Wilson Sonsini Goodrich & Rosati advised Plus on the transaction.
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Recent Events
WSGR Events
College for Clients Series: Employment Equity Fundamentals – Public Companies
To help our publicly held clients' in-house counsel, stock plan administrators, human resources and finance personnel, and any others involved in stock plan administration understand and manage their employee equity programs, we are hosting a seminar that will provide practical tips and materials on sound stock plan administration practices and equity compensation issues. This program will provide an overview of the fundamentals of equity compensation and a more detailed discussion of the legal considerations involved in stock administration and compliance.
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WSGR Events
College for Clients Series: Employee Equity Fundamentals - Private Companies
To help our privately held clients' stock administrators, in-house counsel, controllers, human resources personnel, and any others involved in stock plan administration better understand and manage their employee equity programs, we are hosting a webinar that will provide practical tips and materials on sound stock plan administration practices and equity compensation issues. The program will provide an overview of the fundamentals of equity compensation and a more detailed discussion of the legal issues involved in stock administration and compliance. It will focus on private companies ranging from early-stage start-ups to those contemplating public offerings.
Learn More
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