Santa Clara University


David J. Berger

Partner, Wilson Sonsini Goodrich & Rosati
David J. Berger

David Berger is a partner in the litigation department of Wilson Sonsini Goodrich & Rosati. He is a leader in the firm's corporate governance group and heads its mergers and acquisitions litigation practice. David's practice combines advising boards and shareholders on matters of corporate control, mergers and acquisitions, and corporate governance, as well as litigating such matters.

David represented Hewlett-Packard in its successful proxy contest to acquire Compaq, and also tried the case of Walter Hewlett v. Hewlett-Packard Corp. in the Delaware Chancery Court, which resulted in a complete victory for Hewlett-Packard. David has been involved in a variety of the most prominent takeover transactions in recent years, including representing Genentech in response to Roche's merger proposal; the Special Committee of Freescale Semiconductor in one of the largest going-private transactions in the technology arena; Ameritrade in its merger with TD Waterhouse and, subsequently, TD Ameritrade in a variety of matters; Pixar in its merger with Walt Disney; and J.D. Edwards in its merger with PeopleSoft and in its response to Oracle's hostile tender offer. David also is counsel to a number of private equity firms, including Francisco Partners. Additionally, David serves as counsel to the New York Stock Exchange's Proxy Working Group, was a participant in the Securities and Exchange Commission's Proxy Roundtable, and has taught corporate governance, mergers and acquisitions, and related classes at such institutions as Harvard Law School, the Stanford Directors' College and Stanford Law School, UC Berkeley's Boalt Hall School of Law, and Duke's Director Education Institute.

David also maintains an active pro bono and public service practice. He was one of the lead counsel in a case that successfully challenged the use of written tests to determine disability qualifications under the Americans with Disabilities Act, and also led a multi-week trial in federal court in San Francisco to end discrimination in county-contracting processes. David has served on the board of directors of the California Culinary Academy (NASDAQ:COOK), as well as the Smuin Ballet, Legal Aid Society-Employment Law Center of San Francisco, and the Legal Community Against Violence. David is a member of the firm's Policy Committee.


  • Acxiom
  • Autodesk
  • Copart
  • Francisco Partners
  • Freescale Semiconductor
  • Gartner Group
  • Genentech
  • Hewlett-Packard
  • Infospace
  • J.D. Edwards
  • Network Associates
  • Nuance
  • Quickturn Design Systems
  • TDAmeritrade
  • UTStarcom
  • Vector Capital


  • J.D., Duke University School      of Law, 1987
  • B.A., History, Duke University, 1982
          Magna Cum Laude


  • Director, Global Capital Markets Center     
  • Director, Smuin Ballet
  • Member, Advisory Board, Corporate      & Takeover Law
  • Member, Advisory Board, Markkula Center for Applied Ethics
  • Member, Advisory Board,      National Association of Corporate Directors, Silicon       Valley Chapter
  • Faculty Member, Directors'      Educational Institute at Duke       University


  • Selected for inclusion in the      2007 edition of The Legal 500 US
  • Martin Luther King Jr.      Visionary Award, Lawyers' Committee on Civil Rights
  • AV Peer Review Rating,      Martindale-Hubbell



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' Educational      Institute at Duke       University
  • Practising Law Institute      (PLI)
  • New York Stock Exchange
  • Law schools and business      schools throughout the country, including teaching classes at Stanford,      Harvard, and Duke

In addition, David recently participated in the Corporate Board Member/NASDAQ Board Governance Series, addressing the topics of "Retaking Control of the Board Room Process: Three New Developments That Cause Directors to Lose Sleep" and "What Steps Can Boards Take Today That Will Make Them More Effective in the Future?"


  • State Bar of California
  • State Bar of New York