Boris Feldman is widely recognized as one of the preeminent defense attorneys in United States securities litigation, particularly within the challenging, high-stakes environment of Silicon Valley. His career spans decades of defending technology companies and their executives against some of the most complex and high-value shareholder actions and regulatory investigations. Currently, Mr. Feldman serves as a Partner and the Global Co-Head of the Tech, Media, and Telecoms (TMT) Practice at Freshfields Bruckhaus Deringer, where he also co-founded the firm’s Silicon Valley Office.1
Mr. Feldman’s stature within the legal community is exceptional. He has consistently received the highest professional accolades, notably the designation of "Star Individual" by Chambers USA, placing him above Band One in the Litigation: Securities category in California.3 The 2024 Chambers USA rankings declared him "the king of Silicon Valley in terms of sheer prestige, influence and his ability," adding that "There is no better securities litigation lawyer anywhere".3 Early in his career, The American Lawyer selected him as one of the top 45 lawyers in the country under the age of 45.3
The core of his practice is centered on providing defense and critical advice in highly specialized areas, including defending shareholder class actions and derivative lawsuits, managing complex mergers and acquisitions (M&A) litigation, overseeing sensitive internal investigations, and representing companies and individuals in proceedings brought by the Securities and Exchange Commission (SEC).1 His profound influence is rooted not only in his quantitative track record—having defended over 275 shareholder class actions and related suits—but also in his qualitative ability to shape legal doctrine and policy.3
The foundation of Mr. Feldman’s expertise rests upon a distinguished academic background coupled with crucial early exposure to governmental policy.
Mr. Feldman attended Yale College on a National Merit Scholarship, graduating summa cum laude and Phi Beta Kappa with distinction in history.3 He went on to attend Yale Law School, where he earned his Juris Doctor (J.D.) in 1980.4 During his time at Yale Law School, he served as the Note & Topics Editor of The Yale Law Journal and was the Director of Debating for Yale University, signaling an early mastery of sophisticated legal writing and persuasive oral argument.1 These elite credentials provided the necessary theoretical framework for his later specialization in complex corporate and securities law.
Following his graduation and admission to the bar, Mr. Feldman began his legal career as an associate at Arnold & Porter. He then gained invaluable experience in public service, serving as Special Assistant to the Legal Adviser at the U.S. Department of State, focusing on both domestic and international legal matters.3
This combination of an exceptionally rigorous academic background and direct engagement with government policy and legislative mechanics has allowed Mr. Feldman to develop a sophisticated approach to corporate defense. While many litigators focus primarily on the technical language of a statute, his deep policy background ensures that his advocacy is grounded in a nuanced understanding of legislative intent and governmental objectives. This perspective is vital when challenging the application of complex securities laws, enabling him to present arguments to appellate courts that resonate not merely on technicalities, but on the intended purpose and function of the regulatory framework itself.3
Mr. Feldman’s career trajectory fundamentally changed when he relocated to the Bay Area in 1985 after his tenure at the State Department, moving because his wife was attending Stanford Law School.6 He initially intended to practice antitrust law in Washington, D.C., but joined Wilson Sonsini Goodrich & Rosati (WSGR) in 1986.6 This tenure was instrumental in establishing his niche and building the specialized securities defense bar required by the burgeoning tech ecosystem.
Mr. Feldman found the client base in Silicon Valley to be "distinctive" and the environment "high energy," famously describing it as "sort of like walking into the inside of a pinball machine".6 He pivoted his practice focus, becoming a central figure in defending the volatility and rapid growth that defined the region. His long tenure at WSGR cemented his reputation as a definitive expert in defending technology companies in securities and fiduciary duty matters.3
The unique nature of the Silicon Valley economy—characterized by rapid innovation, volatile stock valuations, and high-risk investments—demanded a legal defense that was not only technically proficient but also highly predictive and strategic. Peers and judges recognized his expertise, citing him as a "veritable securities law encyclopedia" with "total command of the facts and the laws," capable of providing highly practical advice and anticipating outcomes.4 This ability to anticipate litigation risks and prognosticate outcomes stems from decades of immersion in the environment, allowing him to craft defenses based on the unique narrative of technological risk and market fluctuation, which differ significantly from traditional industrial securities fraud cases.4
Mr. Feldman has represented a veritable roster of the world's most influential technology and life sciences companies, alongside their founders and executives.3
Key corporate clients have included Google (Alphabet), Genentech, Salesforce.com, LinkedIn, Snap, Tesla, Hewlett-Packard, Instacart, Palantir, and Rivian.2 His representation often involves the highest-stakes matters, such as defending Google in its shareholder suits and representing Instacart, Palantir, and Rivian in litigation stemming from their respective IPOs and direct listings.2
Furthermore, he has served as counsel to some of Silicon Valley's leading entrepreneurs and executives, including Marc Andreessen, Marc Benioff, Sergey Brin, Carly Fiorina, Larry Page, and Mark Zuckerberg.3 The depth of trust placed in him by these powerful and high-profile figures underscores his status as the preeminent corporate defense counsel for the sector.
Mr. Feldman’s career accomplishments are defined by the sheer volume of high-stakes matters handled and the direct doctrinal influence of his defense victories. He has defended over 275 shareholder class actions, derivative suits, and merger challenges across the United States, representing domestic and foreign issuers.3 His practice includes handling over 50 appeals in federal and state courts.9
One of the most consequential accomplishments of his career involved a class action lawsuit against his client, Rational Software Corp., shortly after the passage of the Private Securities Litigation Reform Act of 1995 (PSLRA).6
The case centered on a crucial procedural issue: whether a federal judge could permit limited discovery to proceed after dismissing a plaintiff’s complaint, so long as the plaintiff was granted leave to amend. The 1995 PSLRA had imposed a mandatory stay on discovery proceedings in securities actions pending the resolution of any motion to dismiss.6 As the lead partner, Mr. Feldman appealed the lower court’s ruling, arguing that the PSLRA strictly forbade such limited discovery.6 The Ninth Circuit Court of Appeals agreed, setting a vital precedent.
This ruling was a landmark achievement for corporate defendants, as it was one of the first appellate interpretations to enforce the full strength of the PSLRA’s discovery stay. The enforcement of this statutory limit fundamentally changed the dynamics of securities litigation. The primary leverage point for plaintiffs in securities fraud cases is often the high cost and disruption of discovery, which can coerce defendants into settling even meritless claims. By securing a rigorous interpretation of the discovery stay, Mr. Feldman created a systemic barrier against this form of "litigation abuse," thereby requiring plaintiffs to meet the stringent pleading standards of the PSLRA before accessing corporate documents, ultimately reducing the overall risk profile and compliance costs for technology companies.6
Mr. Feldman’s strategic acumen extends beyond procedural precedent to tactical victories in high-stakes transactional defense. A notable example is his role in successfully defending the merger between Hewlett-Packard and Compaq Computer, where he prevented a shareholder and former director from stopping the transaction.11 His strategy at trial included carefully preparing then-HP CEO Carly Fiorina, ensuring she was presented as a "knowledgeable, persuasive witness." This meticulous attention to witness preparation demonstrates a core philosophy that successful litigation requires senior executives to be positioned strategically, rather than being allowed to appear ill-informed for tactical reasons.11
His influence remains potent, as demonstrated by the complete dismissal, with prejudice, secured for Palantir Technologies in the Delaware Court of Chancery in 2025. This victory involved a complex, multibillion-dollar claim alleging insider trading, breach of fiduciary duties, and unjust enrichment, confirming his continued dominance in defending sophisticated claims in key jurisdictional forums.12
Mr. Feldman’s contributions transcend courtroom advocacy; a major part of his career involves serving as a proactive corporate strategist, regularly advising public companies on fiduciary duty and disclosure issues, and representing boards of directors in internal investigations.3
A particularly innovative aspect of his practice is the financial engineering of risk defense, notably articulated in his work on Directors and Officers (D&O) insurance strategy. In his 1997 article, "The Veil of Tiers: Shareholder Lawsuits and Strategic Insurance Layers," he provided counsel on structuring D&O policies not merely as payout mechanisms, but as tactical tools for litigation management.13
The strategic guidance suggests designing D&O policy layers to create "strong, natural firebreaks" at specific monetary thresholds, such as $5 million or $10 million.13 By compartmentalizing potential risk exposure through distinct coverage tiers, a company can more effectively manage the expectations of the plaintiffs' bar and the negotiating posture of various insurance carriers. This sophisticated approach transforms insurance from a passive administrative cost into an active component of the defense architecture, directly influencing the economic calculations that drive securities litigation settlements.
Mr. Feldman’s intellectual output frequently addresses governance issues that arise from new regulatory regimes. He has published extensively on advising boards and audit committees, including guidelines for investigating accounting fraud, and providing clarity on the complex requirements for CEO and CFO certification of SEC filings.14 Following major regulatory shifts, such as the passage of the Sarbanes-Oxley Act and the implementation of Regulation FD, he provided essential strategies for mitigating director and officer personal exposure and "Riding the Enron Wave Without Falling Off the Board".14 This constant output positions him as an architect of corporate compliance, helping the volatile technology sector establish and maintain appropriate disclosure controls.14
In addition to his litigation practice, Mr. Feldman maintains an active presence in legal academia and policy debates, consistently contributing to the discourse on corporate governance and securities law. He has lectured at many top law schools, including Harvard, Stanford, Yale, and Berkeley, and serves as a member of The American Law Institute (ALI) and on the Boards of Advisors for the Yale Law School Center for the Study of Corporate Law and the Stanford Law School Center on the Legal Profession.1
One of his most significant intellectual contributions involves addressing the proliferation of lawsuits filed under Section 11 of the Securities Act of 1933 in state courts following the U.S. Supreme Court’s 2018 decision in Cyan, Inc. v. Beaver County Employees Retirement Fund.16
Cyan affirmed that Section 11 claims, which provide a lower liability threshold for plaintiffs, could be brought in state courts, a forum often perceived as more favorable to plaintiffs than federal court.16 Mr. Feldman became a leading voice in formulating the corporate response, providing strategic counsel on the use of Federal Forum Provisions (FFP).16 These provisions, when placed in corporate charters, mandate that Section 11 claims must be heard in a federal court, thereby ensuring that litigation is adjudicated under the more stringent federal procedural rules and experience required by the PSLRA.14 This strategy represents a form of proactive lawmaking, leveraging corporate structure to control the jurisdictional landscape and preempt an entire category of plaintiff litigation risk.
Mr. Feldman has engaged directly with the SEC regarding regulatory reform. His publications address the dual nature of Rule 10b5-1 trading plans—designed to allow executives legal diversification, but also offering a tempting cloak for potential malfeasance.17 His published work, such as "Memo to the Commissioners: Improving Rule 10b5-1 Without Wrecking It," highlights his role in shaping the necessary regulatory amendments to these plans while ensuring they remain functional for public company executives.14
Furthermore, he developed a significant legal tactic to combat frivolous lawsuits initiated after Initial Public Offerings (IPOs). In "A Modest Strategy for Combatting Frivolous IPO Lawsuits," he proposed a structural fix to customary lock-up agreements.18 Section 11 liability requires a plaintiff to "trace" their shares back to the challenged registration statement. His strategy suggests allowing non-registration statement shares to enter the market simultaneously with the IPO. By making it difficult or impossible for plaintiffs to prove their shares originated from the specific offering documents, this approach attacks the essential jurisdictional element of the Section 11 claim itself.18 This tactical innovation exemplifies his tendency to shift the defense battlefield away from arguments over facts and towards fundamental structural and policy mechanisms.
The following table summarizes his primary contributions to policy and corporate governance strategy:
Table 3: Contributions to Corporate Governance and Thought Leadership
Key Publication/Concept | Doctrinal Area | Primary Strategic Impact |
"The Veil of Tiers: Shareholder Lawsuits and Strategic Insurance Layers" | D&O Insurance Strategy | Pioneered the concept of strategic D&O insurance layering to create financial "firebreaks" against settlement pressure. |
Federal Forum Provisions (FFP) | Section 11 Litigation / Corporate Charters | Advised on the implementation of FFPs post-Cyan to move state court Section 11 claims back to federal jurisdiction. |
Rule 10b5-1 Regulatory Advice | Insider Trading / Disclosure | Influenced regulatory debate on tightening 10b5-1 plans while maintaining executive flexibility. |
"A Modest Strategy for Combatting Frivolous IPO Lawsuits" | Securities Act of 1933 / Share Tracing | Proposed structuring lock-up agreements to defeat the stock "tracing" requirement necessary for Section 11 claims. |
In recent years, Mr. Feldman made a significant institutional move, transitioning to Freshfields Bruckhaus Deringer and co-founding its Silicon Valley Office, where he now leads the Global TMT Practice.3 This move represents a strategic evolution in his career that reflects the globalization of securities risk for technology issuers.
The largest US technology companies operate globally, facing integrated US securities risk alongside European regulatory challenges (e.g., GDPR, cross-border M&A) and international listings. The decision to affiliate his elite domestic securities defense practice with a preeminent global firm signals the necessity of fusing specialized US litigation expertise with a global regulatory and corporate architecture.2 His leadership in the global TMT sector ensures that technology giants receive unified, sophisticated guidance that anticipates and mitigates both US federal and international securities and corporate governance exposure.2 The continued success, exemplified by the Palantir dismissal, demonstrates the seamless translation of his high-level defense strategy onto this international platform.12
The career of Boris Feldman stands as a definitive case study in the successful development of a highly specialized, proactive corporate defense practice tailored to the volatility and demands of the technology sector. His accomplishments are multilayered, resting on three primary pillars of influence.
First, his Litigation Prowess is undeniable, demonstrated by the sheer volume of high-profile cases handled (over 275 defensive actions) and, critically, his early, precedent-setting victories. The successful appeal in Rational Software Corp. fundamentally secured the protections intended by Congress in the 1995 PSLRA, providing a crucial and lasting procedural defense mechanism against costly and disruptive discovery.6
Second, his dedication to Governance Innovation redefined the defensive function of outside counsel. By analyzing D&O insurance as a tactical financial instrument ("The Veil of Tiers") and pioneering structural changes in corporate documents (FFPs and lock-up agreement modification), he transformed the defense strategy from reactive crisis management into proactive risk engineering, effectively preempting and compartmentalizing future litigation exposure.13
Third, his influence as an Intellectual Leader has directly shaped corporate policy and regulatory dialogue, particularly concerning the strategic response to Section 11 claims and the optimization of Rule 10b5-1 plans.14
Collectively, these contributions have cemented Mr. Feldman’s status as a preeminent authority in securities law. As attested by his peers, his practical advice, deep contact network, and unparalleled experience are "second to none".4 His continued leadership at the head of a global TMT practice ensures that his architectural approach to corporate defense remains central to the future management of legal risk for the world's most innovative companies.