Pamela L. Marcogliese’s practice focuses on corporate and financial transactions, particularly capital markets matters, along with work on a range of corporate governance matters.

She has considerable experience in initial public offerings and other public and private capital markets offerings, representing both issuers and underwriters. She has played an integral role in a number of high-profile capital markets transactions over the past few years and has been recognized for her work on behalf of clients. Notably, Law360 named Pamela one of its “Rising Stars” in 2015 for her leadership “at the forefront of complex offerings.”

Pamela also has considerable experience in corporate governance matters and has recently been noted for her corporate governance work by The Legal 500 U.S. 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, shareholder proposals and proxy season trends, including charter and bylaw amendments; environmental, social and governance (ESG) issues; and proxy access.

In addition, Pamela does considerable work as part of the firm’s Cybersecurity and Privacy practice, regularly advising clients on a variety of governance and compliance issues, including best practices, preparedness and risk mitigation, disclosure and crisis management; and the firm’s Financial Technology practice, focusing on the U.S. securities law implications of blockchain technology and the issuance of digital securities.

Pamela is a frequent contributor to the Cleary M&A and Corporate Governance Watch blog and regularly lectures and writes on corporate governance, cybersecurity and blockchain topics.

Pamela joined the firm in 2006 and became a partner in 2013.

Notable Experience

  • Allison Transmission in its $690 million SEC-registered IPO and in follow-on offerings totaling $3.6 billion.

  • Brightstar Corp. in its $250 million Reg S/Rule 144A high yield senior unsecured notes offering.

  • Burger King in follow-on equity offerings totaling $1.36 billion.

  • Credit Suisse Group on major capital markets matters, including its groundbreaking issuance of $2 billion in Contingent Convertible (CoCo) securities.

  • Elan Corporation in debt offerings totaling $1.4 billion, as well as several related A/B exchange offers.

  • Franklin Resources in its $400 million notes offering.

  • Google in its 2015 corporate reorganization that will involve the insertion of a new publicly traded holding company, Alphabet Inc.

  • itBit Trust Company in becoming the first U.S.-chartered and regulated virtual currency exchange.

  • Medtronic in its $17 billion multi-tranche debt offering, the largest bond offering of 2014

  • Nationstar Mortgage Holdings in its $250 million SEC-registered IPO.

  • Rue21 in its $148 million SEC-registered IPO and its $172.5 million follow-on equity offering.

  • Sabre Corporation in its $721 million SEC-registered IPO, $1.7 billion in secondary offerings and a $530 million senior secured bond offering.

  • VeriSign in multiple  Reg S/Rule 144A senior unsecured notes offerings totaling $1.25 billion as well as related A/B exchange offers.

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