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Derivatives

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  • Equity Derivatives for Issuers and Dealers

    Wilson Sonsini has substantial experience representing public companies in equity derivatives deals and the firm’s derivatives team has completed numerous transactions representing dealers in convertible note hedge overlays.

  • Foreign Currency, Interest Rate, and Emerging Assets Derivatives

    The firm’s derivatives group assists enterprise clients establishing long-term ISDA-documented interest rate and FX hedging programs in compliance with Dodd-Frank requirements. As derivatives markets in emerging asset classes develop, the team also focuses on the potential impact of derivatives regulations on transactions in cryptocurrencies and carbon assets.

  • Cross-Discipline and Cross-Asset Practice

    Our derivatives team works closely with other corporate practices and specialty areas to allocate the requisite expertise to meet each client’s needs, and we have ample flexibility to adjust depending on deal complexities, client objectives, and other relevant factors. The team also provides guidance on a broad scope of derivatives issues across asset classes.

Wilson Sonsini’s comprehensive Corporate practice includes expertise advising clients through all phases and aspects of derivatives transactions. The firm’s derivatives team has an impressive range of experience supporting complete lifecycles of derivatives transactions—from initial structuring, negotiation, and execution through maturity, unwind, or restructuring—along with ongoing navigation of an ever-evolving regulatory environment.

Equity Derivatives

Wilson Sonsini is known for its preeminent experience representing public company clients in equity derivatives transactions. Our derivatives team has also had numerous engagements representing dealers in convertible note hedge overlays, and has unique insight into the key internal commercial and regulatory concerns of equity derivatives sales and trading desks.

Our attorneys have unsurpassed experience advising dealers and issuers on structured stock buy-backs (such as accelerated share repurchases and prepaid puts), forwards, deferred compensation plan hedges, margin loans, and bespoke and innovative equity derivative transactions.

We provide our clients with holistic, granular, and practical counsel focused on driving complex equity derivative transactions to successful completion.

Derivatives Referencing Foreign Exchange and Interest Rates, and Emerging Asset Classes

As our enterprise clients contend with increasingly volatile markets characterized by unprecedented uncertainty and unpredictable sources of commercial risk, our derivatives practitioners deliver critical guidance on a wide range of derivatives matters across asset classes.

Our derivatives group assists enterprise clients establishing long-term ISDA-documented interest rate and FX hedging programs in compliance with Dodd-Frank requirements, including oversight and governance of compliance programs to facilitate use of the end-user exception to CFTC swaps clearing mandates.

As derivatives markets in emerging asset classes develop, our derivatives team is focused on the potential impact of derivatives regulations on transactions in cryptocurrencies and carbon assets.

Cross-Disciplinary Expertise

Our derivatives group is an integrated part of our broader Finance and Structured Finance practice. The team works closely with other corporate practices and specialty areas as well, allocating expertise to meet each client’s needs, with ample flexibility to adjust depending on deal complexities, client objectives, and other relevant factors.

Wilson Sonsini’s derivatives practitioners work seamlessly with corporate finance colleagues advising enterprise clients to structure and implement credit facilities and other borrowing arrangements in order to ensure that contemplated or existing FX, interest rate, and equity derivatives transactions are permitted on terms consistent with prevailing market conditions. Our derivatives team also structures new derivatives transactions—in close consultation with members of our corporate finance team—to comply with the requirements of existing borrowing arrangements.

In addition, we routinely advise on the impact of mergers and other transformative transactions on existing equity derivatives transactions of the acquiring or target company.

Our derivatives specialists work closely with our Fintech and Energy practitioners to support the innovative objectives of disruptive growth and start-up companies and their investors by helping them navigate the complex and dynamic derivatives regulatory environment as they bring new digital asset and renewable energy products and services to market.

For more information, please contact any member of our Derivatives practice.

Overview

Wilson Sonsini’s comprehensive Corporate practice includes expertise advising clients through all phases and aspects of derivatives transactions. The firm’s derivatives team has an impressive range of experience supporting complete lifecycles of derivatives transactions—from initial structuring, negotiation, and execution through maturity, unwind, or restructuring—along with ongoing navigation of an ever-evolving regulatory environment.

Equity Derivatives

Wilson Sonsini is known for its preeminent experience representing public company clients in equity derivatives transactions. Our derivatives team has also had numerous engagements representing dealers in convertible note hedge overlays, and has unique insight into the key internal commercial and regulatory concerns of equity derivatives sales and trading desks.

Our attorneys have unsurpassed experience advising dealers and issuers on structured stock buy-backs (such as accelerated share repurchases and prepaid puts), forwards, deferred compensation plan hedges, margin loans, and bespoke and innovative equity derivative transactions.

We provide our clients with holistic, granular, and practical counsel focused on driving complex equity derivative transactions to successful completion.

Derivatives Referencing Foreign Exchange and Interest Rates, and Emerging Asset Classes

As our enterprise clients contend with increasingly volatile markets characterized by unprecedented uncertainty and unpredictable sources of commercial risk, our derivatives practitioners deliver critical guidance on a wide range of derivatives matters across asset classes.

Our derivatives group assists enterprise clients establishing long-term ISDA-documented interest rate and FX hedging programs in compliance with Dodd-Frank requirements, including oversight and governance of compliance programs to facilitate use of the end-user exception to CFTC swaps clearing mandates.

As derivatives markets in emerging asset classes develop, our derivatives team is focused on the potential impact of derivatives regulations on transactions in cryptocurrencies and carbon assets.

Cross-Disciplinary Expertise

Our derivatives group is an integrated part of our broader Finance and Structured Finance practice. The team works closely with other corporate practices and specialty areas as well, allocating expertise to meet each client’s needs, with ample flexibility to adjust depending on deal complexities, client objectives, and other relevant factors.

Wilson Sonsini’s derivatives practitioners work seamlessly with corporate finance colleagues advising enterprise clients to structure and implement credit facilities and other borrowing arrangements in order to ensure that contemplated or existing FX, interest rate, and equity derivatives transactions are permitted on terms consistent with prevailing market conditions. Our derivatives team also structures new derivatives transactions—in close consultation with members of our corporate finance team—to comply with the requirements of existing borrowing arrangements.

In addition, we routinely advise on the impact of mergers and other transformative transactions on existing equity derivatives transactions of the acquiring or target company.

Our derivatives specialists work closely with our Fintech and Energy practitioners to support the innovative objectives of disruptive growth and start-up companies and their investors by helping them navigate the complex and dynamic derivatives regulatory environment as they bring new digital asset and renewable energy products and services to market.

For more information, please contact any member of our Derivatives practice.

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.
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.
Client Highlights
Wilson Sonsini Advises Upstart on $690 Million Convertible Senior Notes Offering
On August 14, 2025, Upstart Holdings, Inc. completed an upsized offering of $690 million aggregate principal amount of convertible senior notes due 2032 in a private transaction. The offering amount included the exercise in full of the option that Upstart had granted to the initial purchasers to purchase up to an additional $90 million of notes. In connection with the offering, Upstart entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions.
Client Highlights
Wilson Sonsini Advises Zscaler on $1.725 Billion Convertible Senior Notes Offering
On July 3, 2025, Zscaler, Inc. issued $1.725 billion aggregate principal amount of 0.00% convertible senior notes due 2028. The offering amount included the exercise in full of the option that Zscaler had granted to the initial purchasers to purchase up to an additional $225 million of notes. In connection with the offering, Zscaler entered into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions.
Client Highlights
Wilson Sonsini Advises Microchip on Offering of $1.48 Billion of Depositary Shares
On March 25, 2025, Microchip Technology completed a mandatory convertible preferred stock offering of $1.48 billion of depositary shares, each representing a 1/20th interest in a share of 7.50% Series A Mandatory Convertible Preferred Stock, in an underwritten public offering. The offering amount included the exercise in full of the over-allotment option that Microchip had granted to the underwriters to purchase up to an additional $135 million of depositary shares.  In connection with the offering, Microchip entered into privately negotiated capped call transactions with one or more of the underwriters and other financial institutions. Microchip is one of the first technology companies to use this mandatory convertible preferred stock structure with a capped call feature.
Client Highlights
Wilson Sonsini Advises Initial Purchasers in Rule 144A Offering of $1.4 Billion of BILL Convertible Senior Notes
On December 6, 2024, BILL Holdings announced the successful completion of an offering of $1.4 billion aggregate principal amount of 0% convertible senior notes due 2030 in a Rule 144A offering. The offering amount included the exercise in full of the option that BILL had granted to the initial purchasers to purchase up to an additional $150 million of notes. 
View All
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.
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.
Client Highlights
Wilson Sonsini Advises Upstart on $690 Million Convertible Senior Notes Offering
On August 14, 2025, Upstart Holdings, Inc. completed an upsized offering of $690 million aggregate principal amount of convertible senior notes due 2032 in a private transaction. The offering amount included the exercise in full of the option that Upstart had granted to the initial purchasers to purchase up to an additional $90 million of notes. In connection with the offering, Upstart entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions.
Client Highlights
Wilson Sonsini Advises Zscaler on $1.725 Billion Convertible Senior Notes Offering
On July 3, 2025, Zscaler, Inc. issued $1.725 billion aggregate principal amount of 0.00% convertible senior notes due 2028. The offering amount included the exercise in full of the option that Zscaler had granted to the initial purchasers to purchase up to an additional $225 million of notes. In connection with the offering, Zscaler entered into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions.
Client Highlights
Wilson Sonsini Advises Microchip on Offering of $1.48 Billion of Depositary Shares
On March 25, 2025, Microchip Technology completed a mandatory convertible preferred stock offering of $1.48 billion of depositary shares, each representing a 1/20th interest in a share of 7.50% Series A Mandatory Convertible Preferred Stock, in an underwritten public offering. The offering amount included the exercise in full of the over-allotment option that Microchip had granted to the underwriters to purchase up to an additional $135 million of depositary shares.  In connection with the offering, Microchip entered into privately negotiated capped call transactions with one or more of the underwriters and other financial institutions. Microchip is one of the first technology companies to use this mandatory convertible preferred stock structure with a capped call feature.
Client Highlights
Wilson Sonsini Advises Initial Purchasers in Rule 144A Offering of $1.4 Billion of BILL Convertible Senior Notes
On December 6, 2024, BILL Holdings announced the successful completion of an offering of $1.4 billion aggregate principal amount of 0% convertible senior notes due 2030 in a Rule 144A offering. The offering amount included the exercise in full of the option that BILL had granted to the initial purchasers to purchase up to an additional $150 million of notes. 
View All
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.
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.
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.
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.
Andrew Ralston
Senior Counsel
Boston
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.
  • Derivatives
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Erik F. Franks
Partner
Palo Alto
Erik represents technology and finance companies in corporate finance and securities law.
  • Corporate
View Profile
Michael A. Occhiolini
Partner Emeritus
Michael’s practice focused on corporate finance, corporate law and governance, and derivatives.
  • Corporate
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Michael A. Rosati
Partner
Palo Alto
Michael (Mike) Rosati is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he focuses on corporate finance and structured finance transactions. He has particular expertise in representing issuers, underwriters, and investors in convertible, high-yield, and investment-grade note offerings; equity derivatives; and PIPE transactions. Mike also advises issuers on the restructuring or repurchase of outstanding debt securities, including through private market repurchases, tender offers, or exchange offers. In addition, his work includes representing private companies intent on going public or otherwise entering the capital markets. Mike has advised firm clients in over 140 capital market transactions, including over 90 public company convertible note and preferred stock issuances.
  • Corporate
View Profile
Michael McDonald
Of Counsel
Michael McDonald is Of Counsel at Wilson Sonsini Goodrich & Rosati. He is knowledgeable about the Investment Advisers Act of 1940, the Investment Company Act of 1940, and FINRA rules and regulation, and regularly provides regulatory counseling services to clients in these industries.
  • Fintech and Financial Services
View Profile
Roshanne Arathoon
Associate
Palo Alto
Roshanne Arathoon is an associate in Wilson Sonsini's Palo Alto office, where she practices corporate and securities law.
  • Corporate
View Profile
Ryan Isola
Associate
Palo Alto
Ryan Isola is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he focuses on corporate finance, securities law, and corporate governance matters. He advises a diverse range of public and private companies in equity offerings and secured and unsecured lending transactions, as well as convertible, high-yield, and investment-grade notes offerings.
  • Corporate
View Profile
Angelica Lee
Associate
Palo Alto
Angelica Lee is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where she practices corporate law and corporate finance. She advises private and public companies in the life sciences and technology industries on general corporate matters. She also has experience advising borrowers on secured and unsecured lending transactions, including venture debt, revolving credit facilities, and syndicated term loans. Additionally, the International Association of Privacy Professionals (IAPP) has designated Angelica as a Certified Information Privacy Professional (CIPP/US).
  • Corporate
View Profile
Alex Weber
Associate
Palo Alto
Alex Weber is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he practices corporate and securities law.
  • Corporate
View Profile
People
Andrew Ralston
Senior Counsel
Boston
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.
  • Derivatives
View Profile
Erik F. Franks
Partner
Palo Alto
Erik represents technology and finance companies in corporate finance and securities law.
  • Corporate
View Profile
Michael A. Occhiolini
Partner Emeritus
Michael’s practice focused on corporate finance, corporate law and governance, and derivatives.
  • Corporate
View Profile
Michael A. Rosati
Partner
Palo Alto
Michael (Mike) Rosati is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he focuses on corporate finance and structured finance transactions. He has particular expertise in representing issuers, underwriters, and investors in convertible, high-yield, and investment-grade note offerings; equity derivatives; and PIPE transactions. Mike also advises issuers on the restructuring or repurchase of outstanding debt securities, including through private market repurchases, tender offers, or exchange offers. In addition, his work includes representing private companies intent on going public or otherwise entering the capital markets. Mike has advised firm clients in over 140 capital market transactions, including over 90 public company convertible note and preferred stock issuances.
  • Corporate
View Profile
Michael McDonald
Of Counsel
Michael McDonald is Of Counsel at Wilson Sonsini Goodrich & Rosati. He is knowledgeable about the Investment Advisers Act of 1940, the Investment Company Act of 1940, and FINRA rules and regulation, and regularly provides regulatory counseling services to clients in these industries.
  • Fintech and Financial Services
View Profile
Roshanne Arathoon
Associate
Palo Alto
Roshanne Arathoon is an associate in Wilson Sonsini's Palo Alto office, where she practices corporate and securities law.
  • Corporate
View Profile
Ryan Isola
Associate
Palo Alto
Ryan Isola is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he focuses on corporate finance, securities law, and corporate governance matters. He advises a diverse range of public and private companies in equity offerings and secured and unsecured lending transactions, as well as convertible, high-yield, and investment-grade notes offerings.
  • Corporate
View Profile
Angelica Lee
Associate
Palo Alto
Angelica Lee is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where she practices corporate law and corporate finance. She advises private and public companies in the life sciences and technology industries on general corporate matters. She also has experience advising borrowers on secured and unsecured lending transactions, including venture debt, revolving credit facilities, and syndicated term loans. Additionally, the International Association of Privacy Professionals (IAPP) has designated Angelica as a Certified Information Privacy Professional (CIPP/US).
  • Corporate
View Profile
Alex Weber
Associate
Palo Alto
Alex Weber is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he practices corporate and securities law.
  • Corporate
View Profile

We counsel companies and investment banks on the inception, unwinding, restructuring, and maturity of a wide variety of equity derivatives transactions, including:

  • Accelerated stock repurchase and other structured repurchase programs
  • Tax integrated bond hedge and warrant transactions
  • Tax integrated capped call transactions
  • Non-tax integrated capped call transactions
  • Prepaid forward stock purchase contracts to facilitate stock borrow
  • Deferred compensation plan total return swap hedges
  • Other types of equity derivative transactions

Wilson Sonsini also advises companies with respect to commercial hedging arrangements, including foreign exchange, interest rate, and commodity derivative transactions. In addition, we assist enterprise clients on compliance with SEC and CFTC regulation of derivatives pursuant to Dodd-Frank.

Transactions

We counsel companies and investment banks on the inception, unwinding, restructuring, and maturity of a wide variety of equity derivatives transactions, including:

  • Accelerated stock repurchase and other structured repurchase programs
  • Tax integrated bond hedge and warrant transactions
  • Tax integrated capped call transactions
  • Non-tax integrated capped call transactions
  • Prepaid forward stock purchase contracts to facilitate stock borrow
  • Deferred compensation plan total return swap hedges
  • Other types of equity derivative transactions

Wilson Sonsini also advises companies with respect to commercial hedging arrangements, including foreign exchange, interest rate, and commodity derivative transactions. In addition, we assist enterprise clients on compliance with SEC and CFTC regulation of derivatives pursuant to Dodd-Frank.

Related Practices
  • Capital Markets
  • Finance and Structured Finance
  • Fintech and Financial Services
  • Energy and Climate Solutions
  • Mergers & Acquisitions
  • Public Company Representation
  • Tax
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.
Learn More
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.
Learn More
View All
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.
Learn More
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.
Learn More
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