Francesca L. Odell assists both U.S. and international clients on a complex range of corporate governance and reporting matters, as well as corporate transactions, particularly in capital markets.
Francesca leads the firm’s corporate advisory practice and regularly advises boards of directors and management on a variety of topics, including disclosure and compliance matters; stock exchange listing requirements; board composition and director independence; shareholder engagement and activism; shareholder proposals and proxy season trends; management and director succession planning; and environmental, social, and governance (ESG) issues.
She also has deep experience with transactions in the U.S. as well as Latin America, and particularly in Brazil, on capital markets and other financial and M&A transactions. She is known for delivering practical, business-savvy solutions to complex and high-profile issues.
She is recognized as a Leading Capital Markets and Corporate/M&A Lawyer by Chambers Global, Chambers Latin America, The Legal 500 Latin America, and Latin Lawyer 250, and as a leading lawyer for Latin American Investment by Chambers USA.
Francesca joined the firm in 1996 and became a partner in 2005.
Notable Experiences
Selected Capital Markets and Corporate Governance Experience
Regularly advises boards of directors and management on a variety of corporate governance topics, including: disclosure and compliance, stock exchange listing requirements, board composition and director independence, shareholder engagement and activism, shareholder proposals and proxy season trends, management and director succession planning, and environmental, social, and governance (ESG) issues. Representative clients include: American Express, American Tower, Applied Materials, Broadcom, Clorox, Compass Minerals, ConEdison, Copa Airlines, Copel, Howmet Aerospace, Mercado Libre, Nexa Resources, Petrobras, The Hartford, and Vale.
Numerous SEC-registered and unregistered debt and equity offerings by U.S. issuers, including those of: American Express, American Tower, Honeywell, and Mercado Libre.
Issuers and underwriters in numerous SEC-registered and unregistered debt and equity offerings by Latin American issuers, including those of: Açucar Guarani, Afya, Auna, Banco do Brasil, Banco Cruziero do Sul, Banco Inter, Bancolombia, Banco Davivienda, Banco Inter, BIC Banco, Banco Nacional de Desenvolvimento Econômico e Social (BNDES), Banistmo, Banco Bradesco, Brasil Pharma, Brookfield Incorporações, Camil Alimentos, Centro de Imagem Diagnósticos – Alliar, CI&T, Colbún, Compañía General de Combustibles, Construtora Tenda, Copa Holdings, Copel, GP Investments, Hidrovias do Brasil, Iguatemi Empresa de Shopping Centers, Le Lis Blanc Deux Comércio e Confecções de Roupas, MercadoLibre, Multiplus, Movida, Nexa Resources, Netshoes, Oi, Patria Investments Limited, PDG Realty, Redecard, Ser Educacional, Suzano Papel e Celulose, TAM Airlines, Technos, and Vale, among others.
Petrobras in numerous matters over the past years, including over $100 billion in debt offerings and liability management transactions and over $75 billion in equity offerings, as well as in various SEC reporting, corporate governance, litigation, enforcement, and financing matters in connection with “Operation Carwash.”
Selected M&A Experience
SoftBank in its equity investment in Univision Holdings Inc. in connection with Univision’s acquisition of the content and media assets of Grupo Televisa S.A.B.
Ontario Teachers’ Pension Plan in connection with the purchase of a majority stake in Agricola Cran Chile, and in its $160 million co-investment in Smartfit.
Cable Onda in the $1.46 billion sale of a controlling 80 percent stake to Millicom International Cellular.
TPG in its acquisition of a significant minority stake in Resultados Digitais, and together with Gávea Investimentos in their acquisition of an interest in Rumo Logística.
SELECTED ACTIVITIES
- Board Chair, Start Small Think Big
- Fellow, American College of Governance Counsel
- Member, Board of Advisors of the NYU Law Institute for Corporate Governance and Finance
- Board Member, Brazilian-American Chamber of Commerce
- Advisory Board Chair, Legal Outreach
- Board Co-Chair, The Retreat
Publications
Corporates Face Novel Risks From Debt Ceiling Impasse—Even if No Default Occurs
Corporate Transition Plans in the UK, the EU, and the U.S. - Regulation and Practice
Executives Could Pay for Accounting R/restatements Under New SEC Clawback Rules
The SEC Climate Disclosure Proposal – Top Ten Issues for Comment
Beyond Just “Green”: The EU Taxonomy as a Traffic Light – From Red, to Amber, to Sustainable
Climate Change Disclosures – Three Deep Dives Into the SEC Proposal
European Taxonomy: A “Green” Future for Nuclear, Gas and Bioenergy?
Diversity Issues Remain at Center Stage, and the Show Is Just Getting Started
Latin Lawyer: The Guide to Managing a Corporate Crisis, Fourth Edition
Virtual Shareholder Meetings now Permanently Permitted in NY
Emphasis on Diversity Initiatives Broadens in Scope and Focuses on Impact
SEC Internal Controls Case Demonstrates Agency’s Focus on MNPI Issues in the Stock Buyback Context
Shareholder Complaints Seek to Hold Directors Liable for Lack of Diversity
SEC Proposes a Significant Change in Reporting by Institutional Investors
ISS Issues Additional Voting Policy Guidance in Response to COVID-19 Pandemic
The Keys to Emergency Succession: Planning For Boards and Senior Management During a Health Pandemic
Glass Lewis Revised Guideline Regarding Virtual Meetings for 2020 Proxy Season
Leading Disclosure Issues for U.S. Public Companies in the COVID-19 Era
Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings
Implications of PDVSA Alter Ego Decision for Other Sovereigns
Events
February 6, 2023
January 27, 2023
April 21, 2022
Governance Watch Webcast: Briefing on Proposed SEC Climate-Related Disclosure Rules
January 11, 2022
November 9, 2021
Addressing ESG and Anti-Corruption Risks Through Compliance and Corporate Governance
October 15, 2021
2021 Eastern Regional Fall Conference of the Society of Corporate Governance
October 1, 2021
Leadership Academy for Women in Law: Giving and Receiving—Role Models, Mentors, and Sponsors
July 26, 2021
March 15, 2021
January 12, 2021
December 15, 2020
December 10, 2020
October 19, 2020
July 23, 2020
Governance Watch Webcast: Highlights From the 2020 Proxy Season
April 30, 2020
Virtual and Hybrid Annual Meetings: International and Brazilian Cases
February 19, 2020
November 7, 2019
IBA Latin American Entrepreneurship Conference: Challenges and Opportunities in Latin America
November 6, 2019
June 11, 2019
November 15, 2018
October 11, 2018
AS/COA Seventh Annual Women’s Hemispheric Network Conference
May 10, 2018
November 2, 2016
April 11, 2016
April 5, 2016
January 14, 2016
October 29, 2015
October 28, 2015
September 17, 2015
June 9, 2015
June 8, 2015
March 30, 2015
NYU International Law Society Panel on International Corporate Law
September 12, 2014
May 7, 2014
March 19, 2013
October 2, 2012
September 20, 2012
June 13, 2012
May 8, 2012
Debtwire's 3rd Annual Brazilian Bankruptcy and Distressed/High Yield Symposium
December 6, 2011
November 30, 2011