Lessons from the 2023 Proxy Season

Pamela is a partner and Head of US Transactions in New York. Her practice focuses on capital markets transactions and corporate governance matters. She has deep experience providing issuers and underwriters with advice on the full range of debt and equity offerings, including initial public offerings, direct listings and SPAC transactions; shelf registrations and takedowns; convertible offerings; block trades; private placements; stock repurchase programs; exchange offers; MTN programs; derivatives; tender offers; open market purchases; consent solicitations and liability management matters.

She regularly advises boards of directors and management on a variety of corporate governance topics, including dual class and multi-class share structures; crisis preparedness, mitigation and response; board composition, refreshment, and director independence; succession planning; stakeholder governance and public benefit corporation (PBC) matters; fiduciary duties, conflicts and risk oversight; shareholder 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 and securities law topics.

Over the course of the last few years, Pamela has been invited to participate as a speaker with TechGC’s Global Summit, Corporate Board Member’s annual Board Summit, Berkeley Law’s Independent Director Initiative, focused on training for executives/leaders from underrepresented backgrounds in Silicon Valley to serve as independent directors on venture-backed boards, TechGC fireside dinners, KPMG’s Board Leadership Webcast, PLI’s Advance Venture Capital 2023 conference and Niri’s Fundamentals of Investor Relations, among many others

In September 2022, Pamela authored the second edition of So you want to do well by being good? – a one-of-a-kind publication that covers considerations for companies converting to public benefit corporations. Pamela remains the only lawyer in the entire United States ranked in the Hall of Fame for corporate governance by Legal 500. She is ranked among the top lawyers for Corporate Governance in Euromoney’s Women in Business Law Expert Guides for 2021 and 2022; and was named to The Deal’s Top Women in Dealmaking 2021 and 2022 for advising boards in the activism defense context.