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Andrew Ralston
Senior Counsel
Derivatives
Boston
aralston@wsgr.com

D617-598-7810

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  • Derivatives Expertise

    Andrew has represented enterprises and dealers in derivatives transactions for over 20 years and has deep institutional knowledge of their critical legal, regulatory, trading, and other commercial terms. 

Andrew Ralston is senior counsel in Wilson Sonsini Goodrich & Rosati’s Boston office, where he leads the firm’s Derivatives practice. Andrew focuses on representing issuers and dealers in equity derivatives and corporate finance transactions, and enterprise clients in other derivatives and complex financing matters.

Andrew’s experience with equity derivatives ranges from representing dealers and public companies in convertible bond call spread overlays and structured share repurchases, to establishing trading and hedging arrangements in the institutional and inter-dealer markets, structuring equity-linked debt instruments marketed to retail and institutional customers, and executing variable forward sale and collar transactions for high net worth individuals with concentrated single-name equity positions.

Andrew has longstanding experience with establishing ISDA-architecture documentation of derivatives transactions across a variety of asset classes. He has worked on a wide array of complex transactions through complete lifecycles and has had extensive experience as a participant in internal and financial industry working groups responding to novel and evolving regulatory requirements in the aftermath of the 2008 global financial crisis, including CFTC and SEC regulation of swaps and security-based swaps.   

Prior to joining the firm, Andrew served for more than a decade in the legal department of a major financial institution, where he advised equity derivatives, structured note origination, and wholesale securities lending lines of business. Before his time as an in-house attorney, Andrew was an associate in the Palo Alto office of Wilson Sonsini and in the equity derivatives practice of another leading law firm in New York.

Experience

Andrew Ralston is senior counsel in Wilson Sonsini Goodrich & Rosati’s Boston office, where he leads the firm’s Derivatives practice. Andrew focuses on representing issuers and dealers in equity derivatives and corporate finance transactions, and enterprise clients in other derivatives and complex financing matters.

Andrew’s experience with equity derivatives ranges from representing dealers and public companies in convertible bond call spread overlays and structured share repurchases, to establishing trading and hedging arrangements in the institutional and inter-dealer markets, structuring equity-linked debt instruments marketed to retail and institutional customers, and executing variable forward sale and collar transactions for high net worth individuals with concentrated single-name equity positions.

Andrew has longstanding experience with establishing ISDA-architecture documentation of derivatives transactions across a variety of asset classes. He has worked on a wide array of complex transactions through complete lifecycles and has had extensive experience as a participant in internal and financial industry working groups responding to novel and evolving regulatory requirements in the aftermath of the 2008 global financial crisis, including CFTC and SEC regulation of swaps and security-based swaps.   

Prior to joining the firm, Andrew served for more than a decade in the legal department of a major financial institution, where he advised equity derivatives, structured note origination, and wholesale securities lending lines of business. Before his time as an in-house attorney, Andrew was an associate in the Palo Alto office of Wilson Sonsini and in the equity derivatives practice of another leading law firm in New York.

Education
  • J.D., Columbia Law School, 2005Harlan Fiske Stone Scholar; Articles Editor, Columbia Journal of Transnational Law
  • B.A., History, University of California, Berkeley, 1999
Admissions
  • State Bar of Massachusetts
  • State Bar of New York
Credentials
Education
  • J.D., Columbia Law School, 2005Harlan Fiske Stone Scholar; Articles Editor, Columbia Journal of Transnational Law
  • B.A., History, University of California, Berkeley, 1999
Admissions
  • State Bar of Massachusetts
  • State Bar of New York
Focus Areas
  • Capital Markets
  • Corporate
  • Derivatives
  • Finance and Structured Finance
Recent Insights
Client Highlights
Firm Advises Microchip Technology on Offering of $900 Million of Convertible Senior Notes
On February 11, 2026, Microchip Technology completed an offering of $900 million aggregate principal amount of convertible senior notes due 2030 in a private transaction. The offering amount included the exercise in full of the option that Microchip had granted to the initial purchasers to purchase up to an additional $100 million of notes. In connection with the offering, Microchip entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions.
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Client Highlights
Wilson Sonsini Advises Nutanix on $300 Million Accelerated Share Repurchase Program
On December 17, 2025, Nutanix, Inc., a leader in hybrid multicloud computing, announced that it had entered into an accelerated share repurchase (ASR) agreement with Bank of America. Wilson Sonsini Goodrich & Rosati advised Nutanix on the transaction.
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Recent Events
Affiliated Programs
Mastering the Art of Convertible Liability Management
Please join Wilson Sonsini and ICR Capital for a comprehensive discussion on convertible liability management. In this session, panelists will discuss the various convertible refinancing strategies available to issuers along with execution methods and considerations.
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Affiliated Programs
The Resurgence of Accelerated Share Repurchases (ASRs)
This joint presentation by Matthews South, an independent capital markets advisor, and Wilson Sonsini’s Corporate Finance Group explores the increasing prevalence of accelerated share repurchases (ASRs) as a tool for public companies to return capital to their shareholders. The discussion will cover the core mechanics of ASRs, the recent market environment, key commercial objectives and terms, comparable structured alternatives such as Enhanced Open Market Repurchase, as well as applicable securities law, tax, regulation and compliance considerations. The presenters will provide insight informed by participation in hundreds of ASRs, in particular with regard to expected outcomes in different market environments, and the potential impact of unexpected transformative transactions during an ASR’s term and of expected regulatory changes.
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