Francesca L. Odell is Co-Leader of Cleary Gottlieb’s Americas Public Company Group.

She 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.

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Notable Experience

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, 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.”

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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.

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SELECTED ACTIVITIES

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  • Advisory Board Member, Ira M. Millstein Center for Global Markets & Corporate Ownership, Columbia Law School
  • 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
  • Advisory Board Member, Legal Outreach
  • Board Co-Chair, The Retreat

Publications

Events