MICHAEL OCCHIOLINI

Partner
Corporate

EXPERIENCE:

Michael Occhiolini is a partner at Wilson Sonsini Goodrich & Rosati, where his practice focuses on corporate finance, corporate law and governance, and derivatives.

Michael has experience in a variety of debt and equity financial transactions business entities, underwriters and placement agents. He has worked on hundreds of public and quasi-public debt and equity offerings, including convertible note offerings, high yield debt offerings, investment grade note offerings, preferred securities, and other structural financial products. Michael has a broad range of experience in SEC registered offerings and private placements, Rule 144A offerings, and Regulation S offerings. He also represents a number of public companies on general corporate matters and Exchange Act reporting matters. Michael has extensive experience helping our public companies with a wide variety of capital market transactions, including PIPEs, registered direct offerings, at-the-market offerings, equity lines, distribution agreements and similar financing transactions. Michael has also worked with a variety of public companies to either repurchase or restructure their outstanding common stock or debt securities, including through privately negotiated repurchases and exchanges, SEC tender offers, and SEC exchange offers—whether for cash or in exchange for other securities.

Michael has also advised both domestic and non-U.S. entities on a variety of global offerings of debt and equity securities under Regulation S and Rule 144A, including on the London Stock Exchange, Hong Kong Stock Exchange, Singapore Stock Exchange, Australian Stock Exchange and Indian stock exchanges.

Michael's practice also focuses primarily on helping public companies with a variety of equity derivatives, including accelerated stock repurchase contracts (capped, collared or otherwise), capped calls, tax integrated call spreads in connection with convertible note offerings, as well foreign exchange, interest rate, and other derivatives. Michael has also been helping enterprise clients address their various Dodd-Frank derivative compliance issues, particularly with respect to foreign exchange derivatives.

In 2009, Michael served as an adjunct professor at Stanford Law School, where he taught a course on capital markets.

Prior to joining the firm, Michael worked as a consultant to the World Bank and the Federal Reserve in Washington, D.C.

SELECT PUBLIC COMPANY CLIENTS:
  • Autodesk, Inc.
  • RingCentral, Inc.
  • NetApp, Inc.
  • Twitter, Inc.
  • Palo Alto Networks Inc.
  • Microchip Technology Inc.
  • FireEye, Inc.
RECENT SELECT TRANSACTIONS:
  • Twitter, Inc. convertible notes and call spread in 2018
  • Microchip Technology, Inc. senior secured notes in 2018
  • Palo Alto Networks Inc. convertible notes and call spread in 2018
  • Nutanix Inc. convertible notes and call spread in 2018
  • RingCentral, Inc. convertible notes and capped call in 2018
  • Accelerate Diagnostics Inc. convertible notes and prepaid forward in 2018
  • Morgan Stanley & Co. LLC convertible notes and call spread transactions for Q2 Holdings, Inc. in 2018
  • The Nature Conservancy senior notes in 2019
EDUCATION:
  • J.D., Stanford Law School
  • M.A., Public Policy, Harvard University, Kennedy School of Government
  • B.A., Political Science, University of Chicago
ASSOCIATIONS AND MEMBERSHIPS:
  • State Bar of California Corporations Committee (2005-2009)
HONORS:
  • Named in Northern California Super Lawyers in 2011-2018
SELECT PUBLICATIONS:
  • Co-author with E. Franks, "Market Trends: Convertible Bond Offerings," LexisNexis, Lexis Practice Advisor, 2018
  • Co-author with K. Martin and E. Franks, "Financing Alternatives for Small to Mid-Market Public Companies," PLI Course Presentation—Pocket MBA 2016: Finance for Lawyers and Other Professionals, 2013-2016
  • Co-author with J. Bailey, "Fourth Update: Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives," WSGR Alert, March 2014
  • Co-author with E. Franks and J. Bailey, "CFTC Extends Deadline to Comply with Certain Trading Documentation Requirements Under Dodd-Frank for Corporate End-Users of Foreign Exchange Derivatives," WSGR Alert, July 2013
  • Co-author with E. Franks and J. Bailey, "Second Update: Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives—Next Steps," WSGR Alert, February 2013
  • Co-author with E. Franks, "Update: Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives," WSGR Alert, September 2012
  • Co-author with E. Franks, "Proposed Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives," WSGR Alert, October 2011
  • Co-author with S. Bernard and P. Schultheis, "SEC Liberalizes Rules regarding Resales of Securities; Amended Rule 144 and Regulation S," WSGR Alert, 2008
  • "Where to Draw the Line: Distinguishing Between Restricted and Publicly Registered Securities in an Era of Equity Swaps," Stanford Journal of Law, Business & Finance, Vol. 1, Issue 2, 1994
  • "Regulatory Aspects of Commodity-linked Finance: Implications for Developing Countries," Managing Commodity Price Risk in Developing Countries, Ed. Stign Claessens and Ronald C. Duncan, The International Bank for Reconstruction and Development/The World Bank, 1993
  • "Debt-For-Nature Swaps," Policy, Research and External Affairs Working Papers, The World Bank, Vol. 393, 1990
ADMISSIONS:
  • State Bar of California