Lessons from the 2025 Proxy Season

Pamela 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; MTN and ATM programs; convertible offerings; block trades; private placements; stock repurchase programs; open market purchases; exchange offers; tender offers; 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.

Leza a partner and head of shareholder engagement and activism defense in New York. Leza focuses on activism and takeover defense and corporate governance matters. 

Leza advises boards of directors and management on all matters related to activism defense, including advising from when activists first emerge, settlement agreements, defending full and public activism campaigns, hostile deals, short sale theses and other activist attacks. Leza also advises 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 activism and governance matters and was appointed to the editorial board of Corporate Governance Advisor.  She has appeared on CNBC to discuss activism trends and routinely speaks on panels regarding activism, is quoted by leading publications and writes articles about activism and governance matters. For the past five years, Leza co-hosted Freshfields’ annual investor event with leading institutional investors to demystify investor views and expectations and augment defense preparedness. She is the co-editor of Freshfields’ annual Board Memo, editor of the annual proxy season review, co-hosts numerous podcast series on activism defense and governance. Leza is recognized by Chambers in corporate/M&A takeover defense and Legal 500 in advice to boards.  She is also recognized by Legal 500 for corporate governance and is a key member of the Tier 1 corporate governance group.