Eric M. Scarazzo is a partner in the New York office of Gibson, Dunn & Crutcher.  He is a member of the firm’s Capital Markets, Securities and Regulation and Corporate Governance, Power and Renewables, Global Finance, and Mergers & Acquisitions Practice Groups.

As a key member of the capital markets practice, Mr. Scarazzo is involved in some of the firm’s most complicated and high-profile securities transactions.  Additionally, he has been a certified public accountant for over 20 years.  His deep familiarity with both securities and accounting matters permits Mr. Scarazzo to play an indispensable role supporting practice groups and offices throughout the firm.  He provides critical guidance to clients navigating the intersection of legal and accounting matters, principally as they relate to capital markets financings and M&A disclosure obligations.

Mr. Scarazzo’s practice covers both the conduct of securities offerings and service as clients’ outside corporate counsel.  He advises in a wide range of areas, such as capital raising transactions, reporting obligations under the Exchange Act (including significant advisory work with respect to acquisition reporting), prospective and remedial stock exchange compliance, and beneficial ownership reporting matters (particularly complex Section 13 and 16 disclosure matters).  As day-to-day outside counsel he also assists clients in communicating with investors and the U.S. stock markets, and ensuring that they fulfill their disclosure obligations with the Securities and Exchange Commission, including the preparation of annual and quarterly reports.

His capital raising expertise follows the needs of his clients, extending to:

• initial and follow-on public offerings
• private placement offerings and resales by existing security holders
• registered and unregistered offerings of common stock
• convertible and nonconvertible preferred stock
• convertible, nonconvertible and hybrid debt
• at-the-market offerings
• unit, warrant and rights offerings
• PIPE transactions
• equity-forward transactions
• call spread offerings

His practice also reflects substantial experience with reincorporations, spin-offs, and public M&A transactions.

Mr. Scarazzo counsels extensively on financial reporting and accounting matters, particularly in connection with acquisition financings and post-acquisition reporting.  He has advised on complex acquisition reporting for numerous transactions, such as the Amazon acquisition of Whole Foods, the Marriott acquisition of Starwood, the Johnson Controls acquisition of Tyco International, the Sequential Brands acquisition of Martha Stewart and the Tenet Healthcare acquisition of United Surgical Partners.

The broad range of clients that Mr. Scarazzo represents includes issuers and underwriters, public, private, and private equity portfolio companies, and businesses from development-stage to blue chip.  Clients span the geographic spectrum from U.S.-based to foreign and multinational.

Mr. Scarazzo received his Juris Doctor, with a concentration in Corporate Law, in 2005 from the University of California, Los Angeles.  He earned a master’s degree in Accounting, with a concentration in Tax Consulting, in 2000, and a Bachelor of Science degree in Finance, Economics and Accounting in 1999, from the University of Virginia.

Mr. Scarazzo is a certified public accountant in California and Virginia.  Prior to joining Gibson Dunn, he worked for PricewaterhouseCoopers LLP, in the Dispute Analysis & Investigations Practice, primarily working in the Securities and Exchange Commission Group.

Mr. Scarazzo is admitted to practice in the State of New York.