About Pamela L. Marcogliese
Pamela focuses on capital markets transactions and corporate governance matters. She has deep experience providing issuers and underwriters with advice on the full range of debt and equity offerings, including initial public offerings, direct listings and SPAC transactions; shelf registrations and takedowns; convertible offerings; block trades; private placements; stock repurchase programs; exchange offers; MTN programs; derivatives; tender offers; open market purchases; consent solicitations and liability management matters.
She regularly advises boards of directors and management on a variety of corporate governance topics, including crisis preparedness, mitigation and response; succession planning; dual class and multi-class share structures; board composition, refreshment, succession and director independence; stakeholder governance and public benefit corporation (PBC) matters; fiduciary duties and conflicts; stakeholder engagement and activism defense; shareholder proposals and proxy season trends; environmental, social and governance (ESG) issues; and cybersecurity matters. In addition to her practice, she regularly lectures and writes on corporate governance, cybersecurity and blockchain topics.
Pamela has advised a number of companies on governance, disclosure, capital markets and other matters, including Agilent, Alphabet/Google, AstraZeneca, Atlantic Power, Ciena, Clever Leaves, ConEd, Dun & Bradstreet, Lowe’s, Pinterest, Sabre, Sonoco, TriNet, Starbucks, Tempur Sealy, Tiffany’s, Vanguard and Zymergen.
- Counsel in SEC-registered initial public offerings, including Zymergen's $575m IPO and conversion to a PBC--among the first PBC conversions, Pinterest’s $1.6bn IPO and dual-class recapitalization, Sabre’s $721m IPO, Allison Transmission’s $690m IPO, Nationstar Mortgage’s $250m IPO and rue21’s $148m IPO; and advised Fila, as principal shareholder, in the $329m IPO of Acushnet Holdings.
- Universal Music Group on the $4bn acquisition by SPAC Pershing Square Tontine Holdings of 10% of UMG from Vivendi and separation of UMG from Vivendi.
- Clever Leaves in its business combination with SPAC Schultze Special Purpose Acquisition Corp.
- The founder and CEO of Airbnb on the adoption of a dual class stock structure and related governance arrangements.
- Google in a corporate reorganization that involved the insertion of a new publicly traded holding company, Alphabet Inc., as the parent of Google and several of Google’s other divisions.
- Medtronic in its $17bn multi-tranche debt offering.
- Counsel in various equity, debt and preferred stock offerings, including for Alphabet (Google), Starbucks, Lowe’s, Voya Financial, The Home Depot, International Flavors & Fragrances, Sabre Corporation, Allison Transmission, rue21, Burger King, Brightstar Corp., VeriSign, and Franklin Resources.
University de Paris I - Pantheon-Sorbonne
- Maitrise 2006
McGill University, Faculty of Law
- B. C.L./LL.B. 2002
- New York
- Not yet admitted in California