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Pamela L. Marcogliese


Financing and capital markets

Ranked among only four leading lawyers for Corporate Governance in the US

Legal 500 US

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About Pamela L. Marcogliese

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, 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.

Recent work

  • 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.



University de Paris I - Pantheon-Sorbonne

  • Maitrise 2006

McGill University, Faculty of Law

  • B. C.L./LL.B. 2002

Bar admissions

  • New York
  • Not Admitted in California

Blog posts