Lessons from the 2024 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. 

Elizabeth is a partner and head of shareholder engagement and activism defense for Freshfields Bruckhaus Deringer LLP in New York. Leza focuses on activism and takeover defense preparedness and corporate governance matters. She also advises on debt and equity capital markets transactions, including IPOs, SPACs and de-SPACs.

Leza advises boards of directors and management on governance and crisis management, including stakeholder engagement; board and disclosure issues, including director independence, board and committee structure, securities law compliance, board leadership structures, board composition, listing standards, shareholder proposals, annual meetings; sustainability trends and ESG issues; proxy season trends; and succession planning, among other governance matters.

Leza is a recognized thought leader on governance and activism matters and was appointed to the editorial board of Corporate Governance Advisor. She has appeared on CNBC to discuss activism trends and Thomson Reuters Practical Law to discuss climate change requirements. For the past three years, Leza co-hosted Freshfields’ annual post-proxy season event with leading institutional investors to demystify investor views and expectations on sustainability disclosure and reporting requirements with hundreds of public company clients. She also regularly chairs a panel at Corporate Board Member’s Boardroom Summit on shareholder activism and engagement trends. She is the co-editor of Freshfields’ annual Board Memo, co-host of our webcast series on governance and disclosure updates and co-host of our governance podcast series. Leza is the only lawyer in the United States ranked as a “Rising Star” for corporate governance and is a key member of the Tier 1 corporate governance group, both as ranked by Legal 500.