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David S. Thomas
Partner
Employee Benefits and Compensation
Palo Alto

D650-849-3261

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  • Broad Transactional and Non-Transactional Practice

    Dave has been involved in some of the firm's most significant IPOs and M&A deals, advising on compensation and benefits matters. Additionally, Dave advises public and private companies, their management teams and directors, and special committees with respect to tax, securities, administration, and governance issues related to all types of compensation arrangements.

  • A Recognized Practitioner

    Dave has been inducted as a Fellow of the American College of Employee Benefits Counsel and is regularly recognized in Chambers USA, where he is described as having “an encyclopedic knowledge of any law affecting executive compensation and an unmatched ability to think outside the box to develop bespoke solutions” and providing “fantastic subject matter expertise and a practical and strong ability to translate complicated matters in an understandable way.”

  • Thought Leadership

    An advisory board member of both the Certified Equity Professional Institute (CEPI) and Silicon Valley Directors’ Exchange, and a member of the Editorial Advisory Board of Insights: The Corporate and Securities Advisor, Dave is regularly asked to speak and publish by leading professional groups.

David Thomas is a partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For more than 25 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes, including their compensation committees, boards of directors, and board special committees.

Dave has been inducted as a Fellow of the American College of Employee Benefits Counsel (a national distinction for employee benefits lawyers who have made demonstrably substantive contributions to the field of employee benefits over their career) and has been recognized in multiple editions of Chambers USA: America's Leading Lawyers for Business, in which commentators praised his responsiveness, “unmatched ability to think outside the box to develop bespoke solutions,” and “strong ability to translate complicated matters in an understandable way.” His philosophy is that each compensation or benefits issue must be viewed through a multifaceted lens that takes into account all key constituents. Wilson Sonsini compensation and benefits lawyers pride themselves on considering the whole picture when giving advice, rather than just answering the question, "What legal action is needed to do X?"

Dave places a high priority on his ability to deliver advice and draft documents in "plain English" so they can be easily digested by: technical tax and securities lawyers (because the advice and documents are technically accurate and complete), in-house lawyers who are not tax or compensation specialists (because they are very clear), and non-lawyers (HR and compensation professionals and the employees who the documents are intended to motivate).

Dave spends much of his time assisting high-growth companies with compensation and employee benefits issues affecting recruiting and retention, primarily including the design and administration of equity incentive plans and employment agreements. He has substantial experience with public offerings, having represented issuers in 33 successful initial public offerings—which raised an aggregate of more than $10.1 billion—since 2010 and underwriters in an additional 26 during the same period. Some of the more notable of these IPOs include representation of Palantir in its direct listing and the issuers in IPOs for AppLovin Corporation, Forescout Technologies, BlackLine, GoDaddy, Box, Square, and Twitter.

Dave also has significant experience assisting large and small employers with compensation and benefits issues that arise in mergers and acquisitions, advising on more than 500 transactions. Dave's merger and acquisition practice includes experience in representing both buyers and sellers in large and small transactions, including cross-border, private equity (from both the buy-side and sell-side) and other complex transactions. He has included a focus on the unique issues involved in a private-equity-led purchase, including rollovers of selling shareholder and executive 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. This M&A experience gives Dave the ability to identify how potential buyers may view actions contemplated by his clients and focus the discussions to minimize the debate about interpretation at the time of a future deal.

Dave 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.

Dave assists the compensation and benefits community proactively by serving as an important source of information on compensation and employee benefits law. Since March 2012, Dave has served as the only attorney focused on U.S. issues on the Advisory Board of the Certified Equity Professional Institute (CEPI, a leading group for certification, research, and continuing education for professionals in the equity compensation industry) and he serves on the advisory board of the Silicon Valley Directors’ Exchange. In 2022, Dave was asked to join the editorial advisory board of “Insights: The Corporate and Securities Advisor.” He is regularly asked to speak and publish by leading professional groups, including the CEPI, the National Association of Stock Plan Professionals, and the Global Equity Organization.

Experience

David Thomas is a partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For more than 25 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes, including their compensation committees, boards of directors, and board special committees.

Dave has been inducted as a Fellow of the American College of Employee Benefits Counsel (a national distinction for employee benefits lawyers who have made demonstrably substantive contributions to the field of employee benefits over their career) and has been recognized in multiple editions of Chambers USA: America's Leading Lawyers for Business, in which commentators praised his responsiveness, “unmatched ability to think outside the box to develop bespoke solutions,” and “strong ability to translate complicated matters in an understandable way.” His philosophy is that each compensation or benefits issue must be viewed through a multifaceted lens that takes into account all key constituents. Wilson Sonsini compensation and benefits lawyers pride themselves on considering the whole picture when giving advice, rather than just answering the question, "What legal action is needed to do X?"

Dave places a high priority on his ability to deliver advice and draft documents in "plain English" so they can be easily digested by: technical tax and securities lawyers (because the advice and documents are technically accurate and complete), in-house lawyers who are not tax or compensation specialists (because they are very clear), and non-lawyers (HR and compensation professionals and the employees who the documents are intended to motivate).

Dave spends much of his time assisting high-growth companies with compensation and employee benefits issues affecting recruiting and retention, primarily including the design and administration of equity incentive plans and employment agreements. He has substantial experience with public offerings, having represented issuers in 33 successful initial public offerings—which raised an aggregate of more than $10.1 billion—since 2010 and underwriters in an additional 26 during the same period. Some of the more notable of these IPOs include representation of Palantir in its direct listing and the issuers in IPOs for AppLovin Corporation, Forescout Technologies, BlackLine, GoDaddy, Box, Square, and Twitter.

Dave also has significant experience assisting large and small employers with compensation and benefits issues that arise in mergers and acquisitions, advising on more than 500 transactions. Dave's merger and acquisition practice includes experience in representing both buyers and sellers in large and small transactions, including cross-border, private equity (from both the buy-side and sell-side) and other complex transactions. He has included a focus on the unique issues involved in a private-equity-led purchase, including rollovers of selling shareholder and executive 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. This M&A experience gives Dave the ability to identify how potential buyers may view actions contemplated by his clients and focus the discussions to minimize the debate about interpretation at the time of a future deal.

Dave 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.

Dave assists the compensation and benefits community proactively by serving as an important source of information on compensation and employee benefits law. Since March 2012, Dave has served as the only attorney focused on U.S. issues on the Advisory Board of the Certified Equity Professional Institute (CEPI, a leading group for certification, research, and continuing education for professionals in the equity compensation industry) and he serves on the advisory board of the Silicon Valley Directors’ Exchange. In 2022, Dave was asked to join the editorial advisory board of “Insights: The Corporate and Securities Advisor.” He is regularly asked to speak and publish by leading professional groups, including the CEPI, the National Association of Stock Plan Professionals, and the Global Equity Organization.

Focus Areas
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On June 20, 2024, Entrata®, a leading AI-enabled Operating System (OS) for multi-family communities worldwide, announced its acquisition of Colleen AI, a fully integrated, AI-powered platform optimizing payment collections. By incorporating Colleen AI into Entrata OS, operators can move towards autonomous property management, signaling a new era for the industry. Wilson Sonsini Goodrich & Rosati advised Entrata on the transaction.
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News Articles
Wilson Sonsini Practices, Attorneys Named in 2024 Chambers USA Guide
Wilson Sonsini Goodrich & Rosati practices and attorneys were honored in the recently published 2024 edition of Chambers USA: America's Leading Lawyers for Business. This year, the firm was ranked in 36 geography-specific practice categories, while 79 attorneys were honored among the best in their fields.
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Recent Events
WSGR Events
New Grants of Equity Awards
In this webinar, Wilson Sonsini examines issues relating to new grants of equity awards during the COVID-19 pandemic  Partners John Aguirre, Scott McCall, and David Thomas address questions that we have received from clients on these topics.
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WSGR Events
Previously-Granted Equity Awards
In this webinar, Wilson Sonsini examines the effect that the  COVID-19 pandemic has had on equity awards that were granted before the pandemic.  Partners John Aguirre, Scott McCall, and David Thomas discuss ways to address potential problems created by the pandemic.
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