Employee Benefits & Compensation
Privacy & Data Protection


David Thomas is a partner in the employee benefits and compensation practice at Wilson Sonsini Goodrich & Rosati. He has 18 years of experience providing legal and practical guidance on compensation and benefits issues facing companies ranging from start-ups to multinational corporations.

Dave assists high-growth companies with compensation and employee benefits issues affecting recruiting and retention, including the design and administration of:

  • equity incentive plans,
  • employment agreements,
  • tax-qualified retirement plans, and
  • welfare benefit plans (including the data privacy issues present with such plans).

Dave also has significant experience assisting large and small employers with compensation and benefits issues that arise in mergers and acquisitions. He has advised on over 300 transactions in the last six years. Dave's mergers and acquisitions experience includes the representation of both buyers and sellers in large and small transactions, including cross-border and other complex transactions. He has a particular focus on the unique issues involved in a private-equity-led purchase, including rollovers of sellers' equity and the issues that arise in the spinoff or carve-out of a division of a larger company to a purchaser that has no ongoing operations. In addition, Dave has substantial experience with public offerings, including the representation of issuers in eight successful initial public offerings since 2011 and the representation of underwriters in an additional 12 during the same period.

Dave has significant experience with international compensation and benefits matters. He regularly represents non-U.S. buyers and sellers in transactions involving U.S. employees, and U.S. buyers and sellers in transactions involving non-U.S. employees. As Asian, European, and Israeli companies seek to move to or expand their operations in the United States, Dave often counsels these companies regarding the employee and equity compensation aspects of these business changes.

In addition, Dave helps plan sponsors to detect defects in tax-qualified retirement plans by conducting "self-audits" of such plans; assisting plan sponsors in preparing for and managing Internal Revenue Service and Department of Labor audits; and correcting defects in tax-qualified retirement plans through Internal Revenue Service and Department of Labor compliance programs.

In addition to these areas, Dave proactively assists clients and friends of the firm by serving as an important source of news and information on compensation and employee benefits law. Dave serves on the Advisory Board for the Certified Equity Professional Institute, the leading organization for the certification of stock plan professionals. He is regularly asked to speak and publish by leading professional groups, including the National Association of Stock Plan Professionals, the Global Equity Organization, and the Certified Equity Professional Institute. Dave was also recognized in the 2013 and 2014 editions of Northern California Super Lawyers.

Dave actively participates as a member of the Bay Area community through his service on the board of directors of the Wilson Sonsini Goodrich & Rosati Foundation. He also volunteers with the Arthritis Foundation, chaired the 2012 San Francisco Arthritis Walk, and co-chaired the Children and Teen Programs for the 2014 National Juvenile Arthritis Conference. For relaxation, Dave enjoys cooking and photography.

  • J.D., University of Virginia School of Law, 1996
    Recipient, Edwin S. Cohen Tax Scholarship
  • B.S., Economics and Political Science, James Madison University, 1993
    Summa Cum Laude
  • Named in the 2013 and 2014 editions of Northern California Super Lawyers
  • Co-author of executive compensation chapter of Employee Benefits in Mergers and Acquisitions (co-authored executive compensation and welfare benefit plan chapters of previous editions)
  • Co-author of "Equity Compensation in Mergers and Acquisitions: Things to Watch Out For" Journal of Pension Benefits, Autumn 2009
  • Co-author of "The Enron Litigation: Lots of Noise, Only a Little Substance . . . So Far", Journal of Pension Benefits, Winter 2004
  • Co-author of "Plan Fiduciary Responsibilities: Making Important Decisions After Enron", Employee Benefit Plan Review, August 2002
  • Speaker, "The Plan's the Thing!...with apologies to Shakespeare" Aspirations 2014: An Emerging Company Conference, Santa Clara, CA, November 2014 [Presentation focused on understanding and interpreting plan documents]
  • Speaker, "Navigating Executive Compensation Pre- and Post-IPO" San Francisco, CA, September 2014
  • Speaker, "Proxy and Executive Compensation Update" RR Donnelley SEC Hot Topics Institute, San Francisco Bay, CA, September 2014
  • Speaker, "Pulling Levers to Maximize Value in a Compensation Plan Design" 2014 Silicon Valley NASPP Conference, June 2014
  • Speaker, "Making Your Equity Grants More Effective: 25 Updates in 75 Minutes" 10th Annual Certified Equity Professional Institute Symposium, Santa Clara, CA, March 2014
  • More speaking engagements
  • Please see wsgr.com for a complete list of speaking engagements.
  • State Bar of California

Contact Information

650 Page Mill Road
Palo Alto, CA 94304
Phone | 650-849-3261
Fax | 650-493-6811

Email | David Thomasdthomas@wsgr.com

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