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Douglas J. Clark
Managing Partner
Litigation
Palo Alto

D650-320-4824

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  • Securities Litigation Veteran

    As a practitioner, Doug focused primarily on securities litigation, representing defendants in more than 70 class and derivative actions.

  • Involvement in Precedent-Setting Disputes

    As a practitioner, Doug obtained a dismissal on behalf of clients in a Dodd-Frank "say on pay" case that is considered one of the leading decisions in the area.

  • Firm Management Roles

    In addition to his current roles as managing partner and a member of the firm’s board of directors, Doug previously served as the firm's litigation practice area leader for seven years.

Douglas J. Clark is managing partner of Wilson Sonsini Goodrich & Rosati and a member of the firm’s board of directors. Since joining the firm in May 1993 as a litigator, Doug has focused primarily on securities litigation, representing defendants in more than 70 class and derivative actions. Among many other successful outcomes for clients, he secured dismissals for Acxiom in several securities and privacy class actions at the pleading stage, as well as a dismissal on behalf of Janus Capital and its directors and officers in a Dodd-Frank "say on pay" case that is considered one of the leading decisions in the area. Doug also has represented numerous companies in SEC investigations and exchange inquiries, and advises companies and their boards of directors on governance, investigatory, and compliance matters. His clients span a wide range of industries, including software and Internet, financial services, hardware and semiconductors, energy and clean technology, retail, media and entertainment, and life sciences.

In addition to serving as managing partner and a member of the firm’s board of directors, Doug was the leader of the firm's litigation department for seven years. He also has chaired the firm's Compensation Committee and served as a member of many other key committees, including the Policy Committee.

Experience

Douglas J. Clark is managing partner of Wilson Sonsini Goodrich & Rosati and a member of the firm’s board of directors. Since joining the firm in May 1993 as a litigator, Doug has focused primarily on securities litigation, representing defendants in more than 70 class and derivative actions. Among many other successful outcomes for clients, he secured dismissals for Acxiom in several securities and privacy class actions at the pleading stage, as well as a dismissal on behalf of Janus Capital and its directors and officers in a Dodd-Frank "say on pay" case that is considered one of the leading decisions in the area. Doug also has represented numerous companies in SEC investigations and exchange inquiries, and advises companies and their boards of directors on governance, investigatory, and compliance matters. His clients span a wide range of industries, including software and Internet, financial services, hardware and semiconductors, energy and clean technology, retail, media and entertainment, and life sciences.

In addition to serving as managing partner and a member of the firm’s board of directors, Doug was the leader of the firm's litigation department for seven years. He also has chaired the firm's Compensation Committee and served as a member of many other key committees, including the Policy Committee.

Focus Areas
Recent Insights
News Articles
28 Wilson Sonsini Attorneys Named to 2025 Lawdragon 500 Leading Litigators in America
On September 6, 2024, Lawdragon named 28 Wilson Sonsini attorneys to its 2025 edition of “Leading Litigators in America.” The lawyers featured in the guide represent the best litigators in the U.S.– in antitrust, intellectual property, white collar and investigations, securities and corporate governance litigation, and a vast array of class actions, product liability and other complex civil litigation. To create this list, Lawdragon weighed nominations, independent research, and views of peers.
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Client Advisories
Delaware's Status as the Favored Corporate Home: Reflections and Considerations
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or choose Delaware as the state of incorporation for their new ventures. In this discussion, we provide our reflections on that question and various factors that entrepreneurs, investors, and companies should consider when weighing incorporation in Delaware against incorporation in another state. 

The Reliance on Delaware Compared to Other States

The sheer number of entities formed in Delaware reflects its dominance in this area. In 2022, more than 313,650 entities were formed in the state of Delaware, resulting in more than 1.9 million entities total in Delaware.[1] Delaware also continues to be the state of incorporation for nearly 68.2 percent of the Fortune 500, 65 percent of the S&P 500,[2] and approximately 79 percent of all U.S. initial public offerings in calendar-year 2022.[3] Of course, those numbers reflect that a substantial portion of entities are incorporated elsewhere, both within and outside of the United States. The Chief Justice of Delaware’s Supreme Court has noted that business entities indirectly or directly generate about a third of the state’s revenue.[4] 

It also bears noting that Delaware has not always held the distinction as the favored destination for incorporations. Prior to the early 1900s, New Jersey had been the most significant state for incorporations.[5] Aware of New Jersey’s early success and in an effort to encourage corporations to domicile in Delaware, Delaware amended its constitution in 1897 to permit incorporation under general law instead of by special legislative mandate, and in 1899 adopted a general corporation law modeled largely after New Jersey’s approach.[6] These developments, in addition to the written opinions issued by Delaware’s Court of Chancery, helped make Delaware a natural home for corporations looking to leave New Jersey after that state adopted more restrictive laws related to corporations and trusts in 1913.[7]

A corporation’s state of incorporation is significant because that state’s laws govern the corporation’s internal corporate governance and inform how judges will review the conduct of directors and officers in stockholder litigation. As will be discussed in greater detail below, there are a number of factors that have made Delaware a favored state of incorporation for over a century.[8]

Why Is Delaware in Question?

Of course, it is critical to understand why some have called Delaware’s dominance into question. Some of the doubt has come from famous sources, such as Elon Musk’s much-publicized X (formerly Twitter) post stating, “Never incorporate your company in the state of Delaware” after the Delaware Court of Chancery rescinded his compensation package at Tesla.[9] Tesla’s stockholders are now expected to vote on the conversion of Tesla from a Delaware corporation to a Texas corporation at the company’s annual stockholder meeting on June 13, 2024.[10] In the conversations that we have had with clients, businesspeople, and others in the corporate bar, we have heard the following reasons given for reconsidering incorporation in Delaware:
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