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Michael A. Occhiolini
Partner
Corporate
Palo Alto

D650-320-4648

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  • Extensive Corporate Finance Experience

    Michael has experience in a variety of debt and equity financial transactions involving business entities, underwriters, and placement agents.

  • Global Offering Expertise

    He has 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.

  • A Recognized Practitioner

    Michael was recognized in the 2022-2023 edition of Chambers Global, the 2021-2023 editions of Chambers USA: America's Leading Lawyers for Business, and the 2011-2018 editions of Northern California Super Lawyers.

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 involving 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 in general corporate matters and Exchange Act reporting matters. Michael has extensive experience helping public companies with a wide variety of capital markets 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 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.

In addition, Michael’s practice includes helping public companies with a variety of equity derivatives, including accelerated stock repurchase contracts (capped, collared, or otherwise), capped calls, and 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.

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 involving 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 in general corporate matters and Exchange Act reporting matters. Michael has extensive experience helping public companies with a wide variety of capital markets 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 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.

In addition, Michael’s practice includes helping public companies with a variety of equity derivatives, including accelerated stock repurchase contracts (capped, collared, or otherwise), capped calls, and 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.

Focus Areas
Recent Insights
Alerts
SEC Adopts Rule Amendments Requiring Increased Disclosure of Short Selling and Securities Lending Activities of Institutional Market Participants
On October 13, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules requiring increased disclosure of short selling activities of institutional investment managers and securities lending activities of certain market participants.
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Client Highlights
Wilson Sonsini Advises Rambus on $100 Million Accelerated Share Repurchase Program
On August 11, 2023, Rambus Inc., a premier chip and silicon IP provider making data faster and safer, announced that it initiated an accelerated share repurchase program with Royal Bank of Canada to repurchase an aggregate of approximately $100 million of its common stock, with an initial delivery of approximately 1.6 million shares. Wilson Sonsini Goodrich & Rosati is representing Rambus on the transaction.

Under the accelerated share repurchase program, Rambus will pre-pay $100 million to Royal Bank of Canada and receive an initial delivery of approximately 1.6 million shares of its common stock within the first week of the program. The final number of shares to be repurchased will be determined based on the volume-weighted average price of Rambus common stock during the term of the transaction, less a discount. The program is expected to be completed by the end of the third quarter of 2023.
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