Pamela L. Marcogliese focuses on capital markets transactions and corporate governance matters. In addition to advising companies on a wide range of capital raising transactions, including debt and equity offerings and SPAC offerings and de-SPACing transactions, she also has extensive experience providing advice on disclosure and corporate governance issues.
In particular, Pamela regularly advises boards of directors and management on a variety of topics, including crisis preparedness, mitigation and response; succession planning; board composition, refreshment, succession and director independence; 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.
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- Clever Leaves in its business combination with SPAC Schultze Special Purpose Acquisition Corp.
- Counsel in SEC-registered initial public offerings, including 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.
- 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.
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Education
University de Paris I - Pantheon-Sorbonne
McGill University, Faculty of Law
Bar admissions
- New York
- Not Admitted in California
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