Herb Fockler is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati. His practice focuses on corporate and securities work for both public and private companies. He has substantial experience with public offerings, public and private mergers and acquisitions, venture capital financings, and start-up companies in the high technology area.

Mr. Fockler’s clients are primarily computer software and hardware companies in the Internet, enterprise software, IC design automation, workstation and mobile electronic device areas. He also has clients in the biotechnology area. He has provided substantial services for clients such as J.D. Edwards, Netscape, Linear Technology, Philips Electronics, Quickturn Design Systems, Autodesk, Silicon Graphics, Sun Microsystems, Wink Communications, Cell Genesys, Auto-by-tel, and EO/AT&T. Mr. Fockler represented J.D. Edwards in its $417 million initial public offering in October 1997, the largest software IPO in the U.S. markets in 1997. He also represented Quickturn Design Systems in its successful defense of a hostile tender offer by Mentor Graphics in late 1998.

With a a specialty in cross-border transactions with the United Kingdom and with Canada, Mr. Fockler has acted in acquisitions of U.S., U.K. and Canadian companies, the establishment of U.S. operations for U.K. entities, and the raising of money by U.K. venture capital funds in the United States. He has also represented numerous start-up companies and individual entrepreneurs. In addition, he has represented a number of leading investment banks in initial and secondary public offerings, including representing Morgan Stanley in public offerings by Ascend Communications and representing Deutsche Morgan Grenfell and Credit Suisse First Boston in public offerings by Earthlink.

Mr. Fockler is co-head of Wilson Sonsini’s knowledge management efforts, and has chaired the firm’s Technology Committee since 1990. He is a frequent speaker within the firm and at outside conferences on various aspects of U.S. securities law, including the SEC’s EDGAR system. He is also the author of two recent articles on problems associated with the interplay between public and private stock offerings. He brings to his high-technology practice substantial experience as a computer programmer—especially in the area of computer graphics—including running a software house while he was in law school.

At Princeton University, Mr. Fockler earned an A.B. in physics and was a member of the Sigma Xi Science Honor Society. He earned his J.D., cum laude, from Harvard University. He is admitted to the State Bar of California and to the U.S. District Court for the Northern District of California.

EXPERIENCE:

Robert G. Day is a partner at Wilson Sonsini Goodrich & Rosati, where he works with public and private technology companies through all stages of their growth, as well as with investment banks and venture capital firms. Bob specializes in areas of corporate and securities law, including general corporate representation, public offerings, venture capital financings, and mergers and acquisitions. He also has considerable experience in counseling publicly held companies on disclosure matters, complex securities laws issues, and defensive measures. Bob frequently represents numerous investment banks in their underwriting transactions and he also has broad transactional experience representing venture capital and private equity firms. Bob has been a guest lecturer at Stanford Law School and often speaks on public offering issues and corporate governance and disclosure matters.

SELECT CLIENTS:

• Harmonic
• Inter-Tel
• McAfee, Inc.
• Sipex

EDUCATION:

• J.D., Stanford Law School, 1993
• A.B., History and Economics, Stanford University, 1989

ASSOCIATIONS AND MEMBERSHIPS:

• Member, American Bar Association

SELECT PUBLICATIONS:

• "Administrative Watchdogs or Zealous Advocates? Implications for Legal Ethics in the Face of Expanded Attorney Liability," 45 Stanford Law Review 645, 1993

ADMISSIONS:

• State Bar of California

EXPERIENCE:

David Thomas is an associate in Wilson Sonsini Goodrich & Rosati’s employee benefits and compensation practice. He concentrates on finding practical solutions to his clients’ compensation and benefits issues. David’s clients range in size from multinational corporations to small businesses.

David’s practice focuses on the design and administration of tax-qualified retirement plans, equity incentive plans, employment agreements, and welfare benefit plans. His particular areas of concentration include assisting rapidly growing companies with the compensation and employee benefits issues unique to such companies; assisting large and small employers with employee benefits design and compliance issues related to corporate mergers and acquisitions and other corporate restructuring; helping 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, David assists his clients with keeping up to date with the ever-changing rules in employee benefits law, including the obligations placed upon employers by the privacy and security mandates of the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

EDUCATION:

• 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

SELECT SPEAKING ENGAGEMENTS:

• Among other regular speaking engagements, David teaches a course on special issues in employee benefits as part of the Institute for Applied Management and Law’s Certificate in Employee Benefits Law seminar.

ADMISSIONS:

• District of Columbia Bar
• State Bar of Georgia
• State Bar of Virginia