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Eric Scarazzo

Eric Scarazzo

Partner, New York

[email protected]

+1 212.351.2389

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 Practice Group and Securities Regulation and Corporate Governance Practice Group. He also is a member of the firm’s Public Company Industry Group and Cleantech Industry Group. 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.

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Latest SEC Enforcement Sweep Picks Up 34 Reporting Persons for Numerous Late and Missing 13F and 13H Filings

September 29, 2024 | Posted by James J. Moloney; Brian J. Lane; Eric Scarazzo Topic(s): Corporate Governance; Securities Regulation

The Securities and Exchange Commission (“SEC") announced charges against 34 reporting persons for late and missing filings on Form 13F and Form 13H earlier this month. The entities and individuals charged agreed to settlements with the SEC requiring payments of $7.2 million in penalties.

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SEC Proposes Changes to Rule 144, Form 144, Form 4 and Form 5

January 5, 2021 | Posted by Eric Scarazzo; Hillary H. Holmes Topic(s): Capital Markets; Executive Compensation; Private Placements; Securities Regulation

​On December 22, 2020, the Securities and Exchange Commission (the “SEC") proposed and published for comment amendments to Rule 144, Form 144, Form 4, Form 5 and Rule 101 of Regulation S-T.  These amendments primarily seek to (a) mitigate the risk of unregistered distributions in connection with sales of market-adjustable securities under the current Rule 144 safe harbor by revising the holding period for such securities to begin upon the conversion or exchange of such securities, and (b) update and streamline Form 144 by mandating electronic filing and eliminating the Form 144 filing requirement with respect to non-reporting issuers.  Comments on the proposed rules will be due 60 days after publication of the proposal in the Federal Register and  may be submitted electronically using the SEC’s internet comment form (http://www.sec.gov/rules/submitcomments.htm) or by mail to the following address: Vanessa A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.  All submissions should refer to File Number S7-24-20.

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SEC Updates Rules Relating to Electronic Submission of Documents

November 29, 2020 | Posted by Andrew L. Fabens; Boris Dolgonos; Eric Scarazzo; Ronald O. Mueller Topic(s): Disclosure; Securities Regulation

​On November 17, 2020, the Securities and Exchange Commission (the “SEC”) announced that it had approved amendments to Regulation S-T and the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) Filer Manual relating to the use of electronic signatures for SEC filings, including registration statements, reports on Forms 10-K, 10-Q and 8-K, and Section 16 reports. The new rules expressly provide for the use of e-signature methods (e.g., “DocuSign” and “AdobeSign”) for these filings, subject to new authentication procedures summarized below.

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SEC Adopts Changes to the Exempt Offering Framework

November 7, 2020 | Posted by Hillary H. Holmes; Peter Wardle; Eric Scarazzo Topic(s): Audit Committee; Miscellaneous; Securities Regulation

​In an effort to facilitate capital formation and increase opportunities for investors by expanding access to capital for small and medium-sized businesses, on November 2, 2020, the SEC announced that it had approved amendments to certain of its rules relating to exempt offerings. The amendments follow the SEC’s June 2019 concept release and the SEC’s March 2020 proposing release on the harmonization of offering exemptions and reflect the SEC’s ongoing effort to harmonize, simplify and improve its offering framework. As discussed in our prior Monitor post (available here), the SEC has been working to untangle the current regulatory regime in order to ensure that capital-raising is rational, accessible and effective.

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Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Lauren Hebson

Hillary H. Holmes

Elizabeth A. Ising

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Justine Robinson

Michael Scanlon

Eric Scarazzo

Elvia Soto

Gerry Spedale

Jack Strachan

Michael A. Titera

Tracey Tomlinson

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

Lori Zyskowski

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