Francesca L. Odell assists both U.S. and international clients on corporate transactions, particularly capital markets and a range of corporate governance matters.
She has deep experience with transactions in Latin America, particularly in Brazil on capital markets, corporate governance, M&A, private equity, project finance, and restructuring transactions, and she is known for delivering practical, business-savvy solutions to complex and high-profile issues.
In addition to her transactional practice, she 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 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
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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, Bed Bath & Beyond, Clorox, ConEdison, Copa Airlines, Copel, Eagle Bank, Mercado Libre, Nexa Resources, and Petrobras.
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Numerous SEC-registered and unregistered debt and equity offerings by U.S. issuers, including those of: American Express, American Tower, and Honeywell.
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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, 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, and Technos, among others.
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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
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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.
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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.
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Cable Onda in the $1.46 billion sale of a controlling 80 percent stake to Millicom International Cellular.
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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
- Member, Board of Advisors of the NYU Law Institute for Corporate Governance and Finance
- Board Member, Start Small Think Big
- Board Member, Brazilian-American Chamber of Commerce
- Advisory Board Chair, Legal Outreach
- Board Co-Chair, The Retreat
Publications
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Corporate Transition Plans in the UK, the EU, and the U.S. - Regulation and Practice
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Executives Could Pay for Accounting R/restatements Under New SEC Clawback Rules
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The SEC Climate Disclosure Proposal – Top Ten Issues for Comment
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Beyond Just “Green”: The EU Taxonomy as a Traffic Light – From Red, to Amber, to Sustainable
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Climate Change Disclosures – Three Deep Dives Into the SEC Proposal
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European Taxonomy: A “Green” Future for Nuclear, Gas and Bioenergy?
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Diversity Issues Remain at Center Stage, and the Show Is Just Getting Started
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Latin Lawyer: The Guide to Managing a Corporate Crisis, Fourth Edition
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Virtual Shareholder Meetings now Permanently Permitted in NY
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Emphasis on Diversity Initiatives Broadens in Scope and Focuses on Impact
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SEC Internal Controls Case Demonstrates Agency’s Focus on MNPI Issues in the Stock Buyback Context
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Shareholder Complaints Seek to Hold Directors Liable for Lack of Diversity
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SEC Proposes a Significant Change in Reporting by Institutional Investors
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ISS Issues Additional Voting Policy Guidance in Response to COVID-19 Pandemic
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The Keys to Emergency Succession: Planning For Boards and Senior Management During a Health Pandemic
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Glass Lewis Revised Guideline Regarding Virtual Meetings for 2020 Proxy Season
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Leading Disclosure Issues for U.S. Public Companies in the COVID-19 Era
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Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings
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Implications of PDVSA Alter Ego Decision for Other Sovereigns
Events
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February 6, 2023
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January 27, 2023
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April 21, 2022
Governance Watch Webcast: Briefing on Proposed SEC Climate-Related Disclosure Rules
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January 11, 2022
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November 9, 2021
Addressing ESG and Anti-Corruption Risks Through Compliance and Corporate Governance
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October 15, 2021
2021 Eastern Regional Fall Conference of the Society of Corporate Governance
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October 1, 2021
Leadership Academy for Women in Law: Giving and Receiving—Role Models, Mentors, and Sponsors
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July 26, 2021
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March 15, 2021
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January 12, 2021
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December 15, 2020
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December 10, 2020
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October 19, 2020
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July 23, 2020
Governance Watch Webcast: Highlights From the 2020 Proxy Season
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April 30, 2020
Virtual and Hybrid Annual Meetings: International and Brazilian Cases
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February 19, 2020
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November 7, 2019
IBA Latin American Entrepreneurship Conference: Challenges and Opportunities in Latin America
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November 6, 2019
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June 11, 2019
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November 15, 2018
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October 11, 2018
AS/COA Seventh Annual Women’s Hemispheric Network Conference
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May 10, 2018
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November 2, 2016
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April 11, 2016
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April 5, 2016
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January 14, 2016
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October 29, 2015
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October 28, 2015
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September 17, 2015
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June 9, 2015
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June 8, 2015
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March 30, 2015
NYU International Law Society Panel on International Corporate Law
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September 12, 2014
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May 7, 2014
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March 19, 2013
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October 2, 2012
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September 20, 2012
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June 13, 2012
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May 8, 2012
Debtwire's 3rd Annual Brazilian Bankruptcy and Distressed/High Yield Symposium
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December 6, 2011
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November 30, 2011