• Recognized by The American Lawyer as a “Dealmaker of the Year 2023”
• Received California Lawyer Attorney of the Year (CLAY) Award for Mergers & Acquisitions
• Named to Daily Journal's "Top 40 Under 40" list of California's leading lawyers of 2018

Select Representations

Doug's shareholder activism representations include:

• Several large and mega-cap companies in their shareholder activism defense against activists such as Elliott Management, Starboard, Carl Icahn, Corvex, Blue Harbour, Sachem Head, and Legion Partners
• Athira Pharma in its successful proxy contest with Richard A. Kayne
• Box in its successful proxy contest with Starboard
• Deckers in its successful proxy contest with Marcato Capital
• Zymeworks in its proxy contest and hostile offer defense with All Blue Falcons, including the adoption of a shareholder rights plan
• Forte Biosciences in its shareholder activism defense against multiple activists, including the adoption of a shareholder rights plan
• Lifeway Foods in its proxy contest defense against a shareholder group
• ARCA biopharma in its settlement agreement with Cable Car Capital
• Sumo Logic in its proxy contest defense and subsequent settlement agreement with Scaler Gauge Fund
• Harmonic in its shareholder activism defense and subsequent settlement agreement with Scopia Capital
• eHealth in its proxy contest defense and subsequent settlement agreement with each of Hudson Executive Capital and Starboard
• Collectors Universe in its proxy contest defense and subsequent settlement agreement with Alta Fox Capital
• Twitter in its proxy contest defense and subsequent settlement agreement with Elliott Management, and related $1 billion investment by Silver Lake Partners
• Infinera in its settlement agreement with Oaktree Capital Management
• Zovio in its proxy contest defense and subsequent settlement agreement with SevenSaoi
• Forescout Technologies in its shareholder activism defense against Corvex and Jericho Asset Management
• A10 Networks in its proxy contest defense and subsequent settlement agreement with VIEX Capital
• Lattice Semiconductor in its proxy contest defense and subsequent settlement agreement with Lion Point Capital
• Impinj in its cooperation agreement with Sylebra HK Co.
• Gigamon in its shareholder activism defense against Elliott Management
• Jive Software in its shareholder activism defense against Engine Capital
• Aviat Networks in its proxy contest defense and subsequent settlement agreement with JDS1, and with Steel Partners Holdings and Lone Star Value Management
• Telenav in multiple settlement agreements with Nokomis Capital
• LifeLock in its shareholder activism defense against Elliott Management
• Yahoo! in its proxy contest defense and subsequent settlement agreement with Starboard
• Autodesk in its proxy contest defense and subsequent settlement agreement with Sachem Head and Eminence Capital
• Polycom in its proxy contest defense against Elliott Management
• Integrated Silicon Solution in its proxy contest defense against Starboard
• Rackspace Hosting in its shareholder activism defense against Blue Harbour Group
• E2open in its shareholder activism defense against Altai Capital Management, including the adoption of a shareholder rights plan
• Hawaiian Holdings, the parent company of Hawaiian Airlines, in its shareholder activism defense against Hirzel Capital Management
• NetApp in its shareholder activism defense against a prominent activist
• Juniper Networks in its proxy contest defense and subsequent settlement agreement with Elliott Management
• TIBCO Software in its shareholder activism defense against Praesidium Investment Management 
• Riverbed Technology in its shareholder activism and hostile offer defense against Elliott Management 
• Intevac in its proxy contest defense and subsequent settlement agreement with Voce Capital Management 
• Brocade Communications in its shareholder activism defense against Elliott Management
• Nuance Communications in its shareholder activism defense against Carl Icahn, including the adoption of a shareholder rights plan
• Netflix in its shareholder activism defense against Carl Icahn, including the adoption of a shareholder rights plan
• Intuit in its shareholder activism defense and subsequent settlement agreement with Relational Investors
• Sovereign Bancorp in its proxy contest defense and subsequent settlement agreement with Relational Investors

Doug also represents select long-term investors in connection with their investments in public companies, including:

• A shareholder group in its proxy contest at Pasithea Therapeutics
• Chicane Capital Management in its investment at Valvoline
• Camac Partners in its investments at Cedar Realty Trust and Liberated Syndication
• Global Value Investment Corp in its investments at Bristow Group and Rocky Mountain Chocolate Factory
• Zeff Capital in its proxy contest and subsequent settlement agreement with TSR
• Vintage Capital Management in multiple situations, including at Liberty Tax, Vitamin Shoppe, Babcock & Wilcox, IEC Electronics, Aaron’s, and Anaren
• A shareholder group in its proxy contest and subsequent settlement agreement at Surge Components
• Eriksen Capital Management in its successful proxy contest at Solitron Devices, and its investments at PharmChem and Nocopi Technologies
• Stadium Capital Management in its investment at Big 5 Sporting Goods

With respect to mergers and acquisitions, Doug's representations include:

Public company acquisitions

• Twitter in its pending $44 billion acquisition by Elon Musk
• KnowBe4 in its pending $4.6 billion acquisition by Vista Equity Partners
• ForgeRock in its pending $2.3 billion acquisition by Thoma Bravo
• Poly in its $3.3 billion acquisition by HP
• Mandiant its $5.4 billion acquisition by Google
• Zynga in its $12.7 billion cash-and-stock acquisition by Take-Two Interactive
• Momentive in its proposed, but terminated, $4.1 billion all-stock acquisition by Zendesk
• Medallia in its $6.4 billion acquisition by Thoma Bravo
• Pluralsight in its $3.6 billion acquisition by Vista Equity Partners
• Collectors Universe in its $850 million acquisition by an investor consortium led by D1 Capital Partners and Cohen Private Ventures
• Forescout in its $1.6 billion acquisition by Advent International
• Pacific Biosciences of California in its proposed, but terminated, $1.2 billion acquisition by Illumina
• LinkedIn in its $26.2 billion acquisition by Microsoft
• NetSuite in its $9.3 billion acquisition by Oracle (the largest enterprise SaaS transaction in history)
• Rackspace Hosting in its $4.3 billion acquisition by affiliates of Apollo Global Management
• Altera in its $16.7 billion acquisition by Intel
• TIBCO Software in its $4.3 billion acquisition by Vista Equity Partners
• KLA-Tencor in multiple acquisitions, including its $3.4 billion acquisition of Orbotech and its proposed, but terminated, $10.6 billion acquisition by Lam Research
• Echelon in its acquisition by Adesto
• API Technologies in its $111 million acquisition by affiliates of J.F. Lehman & Company
• Cypress Semiconductor in its $110 million acquisition (initially on an unsolicited basis) of RAMTRON

Private company acquisitions

• DoorDash in its $7 billion acquisition of Wolt
• Dealer.com in its $1.1 billion acquisition by Dealertrack Technologies
• Pacific Biosciences of California in its acquisitions of Omniome and Circulomics
• MessageMedia in its $1.3 billion acquisition by Sinch
• Astronomer in its acquisition of Datakin
• Rambus in the acquisition of multiple companies
• Zscaler in the acquisition of multiple companies
• Ondot Systems in its acquisition by Fiserv
• Pomo Search in its acquisition by Google
• CloudSimple in its acquisition by Google
• Avi Networks in its acquisition by VMware
• Wercker Holding B.V. in its acquisition by Oracle
• An investor group in its acquisition of Amplify Education from News Corporation
• Fossil Group in its $260 million acquisition of Misfit
• Cornish & Carey Commercial, the leading commercial real estate broker in Northern California, in its acquisition by BGC Partners, an affiliate of Cantor Fitzgerald
• Brocade Communications Systems in multiple acquisitions
• Google in multiple acquisitions

Other transactions

• Standard Bio Tools (f/k/a Fluidigm) in its $250 strategic investment by Casdin Capital and Viking Global Investors
• SunPower in its spinoff of Maxeon Solar Technologies
• Emerson Collective in its acquisition of a portion of Monumental Sports & Entertainment, a holding company whose assets include the NBA’s Washington Wizards and the NHL’s Washington Capitals
• CamberView Partners in its strategic investment by Corsair Capital
• Total S.A. in its joint venture with Amyris
• Total S.A. in its acquisition of 60 percent of SunPower

Financial advisor representations

• Qatalyst Partners, financial advisor to Citrix, in Citrix’s acquisition by Vista Equity Partners and Elliott Management
• Morgan Stanley & Co., financial advisor to Cray, in Cray's acquisition by Hewlett Packard Enterprise
• Evercore Group, financial advisor to the special committee of the board of directors of Dell Technologies, in Dell’s exchange of its Class V tracking stock
• Evercore Group, financial advisor to Abbott Laboratories, in Abbott's $31 billion acquisition of St. Jude Medical and $8.4 billion acquisition of Alere 
• Morgan Stanley & Co., financial advisor to Freescale Semiconductor, in Freescale's acquisition by NXP Semiconductors 

With respect to corporate governance, Doug's representations include:

• The special committee of the board of directors of WeWork in multiple transactions, including WeWork’s IPO and a multibillion-dollar tender offer by SoftBank
• The special committee of the board of directors of Atlassian in its reincorporation into Delaware
• Zymeworks in its reincorporation into Delaware, which included the transfer of its shareholder rights plan from British Columbia to Delaware
• fuboTV in the elimination of its Series AA preferred stock
• Jeff Green, the founder of The Trade Desk, in connection with modifications to The Trade Desk’s multi-class share structure
• Zynga in the elimination of its multi-class share structure
• Google in its implementation of a class of non-voting common stock 
• Multiple companies in the elimination of their classified boards

Select Clients

Doug's governance and disclosure clients include:

• Adobe 
• Autodesk 
• Employers Holdings 
• NetApp 
• NETGEAR 
• Palo Alto Networks 
• Splunk 

Select Publications

• Co-author, "Developments with Universal Proxy Cards and Advance-Notice Bylaws," Harvard Law School Forum on Corporate Governance, June 17, 2024

Select Speaking Engagements

• Speaker, “Trends in Shareholder Activism,” The Corporate Director Podcast, March 20, 2024