Pamela L. Millard

Pamela L. Millard advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations. She regularly counsels corporations, nonstock nonprofit corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, assets sales, dividends, entity formation and dissolutions, charter and bylaw amendments and preferred stock designations. She also authors opinion letters on a wide range of Delaware corporate law matters, including cross-border domestication and expert opinions. In addition, Pam has substantial experience advising Special Committees and Conflict Committees in connection with various conflict transactions, including M&A transactions, and she represents Special Litigation Committees in connection with stockholder derivative claims.

Pam is an active member of the Mergers and Acquisitions Committee of the American Bar Association, Section of Business Law, and has served as a speaker on Delaware corporate law matters for national law firms and the American Bar Association as part of their continuing legal education programs. She has also participated in a number of panel discussions at law schools throughout the country on behalf of the Mergers and Acquisition Committee’s Women in M&A Subcommittee and is a member of the National Association of Women Lawyers (NAWL). Pam also serves as a Contributing Editor to the Corporations, LLCs and Partnerships Practice Area Division of Business Law Today.

Recent Speaking Engagements

• ABA Business Law Section 2020 Fall Meeting, Private Equity and Venture Capital Jurisprudence Subcommittee panel on Court of Chancery opinions in Frederick Hsu Living Trust v. Oak Hill Capital Partners III, L.P (May 4, 2020) and Reith v. Lichtenstein, (June 28, 2019)
• Delaware State Bar Association’s “Hot Topics in Delaware Corporate Law” CLE program panelist (May 2019), discussing recent developments in MFWand Corwin case law and offering Delaware governance practice pointers.
• ABA Business Law Section 2019 Spring Meeting, M&A Committee’s M&A Jurisprudence Subcommittee panel, “Fiduciary Duties in a Sale of Control: A Comparison of These Duties in Delaware Corporations and Alternative Entities” (March 29, 2019)
• ABA Business Law Section 2019 Spring Meeting, Private Equity and Venture Capital Jurisprudence Subcommittee panel on the Delaware Supreme Court opinion in Oxbow Carbon & Minerals Holdings v. Crestview-Oxbow Acquisition, LLC (March 29, 2019)
• ABA Business Law Section 2018 Annual Meeting, Private Equity and M&A Joint Subcommittee panel, “Negotiating the Governing Law Clause post-Eagle Force” (September 14, 2018)
• ABA Women in Mergers and Acquisition Task Force, University of Texas, Women in M&A Panel (September 13, 2018)
• ABA Business Law Section 2018 Spring Meeting, M&A Committee CLE panel, “Highlights and Updates from the M&A Lawyers’ Library” (April 13, 2018)
• ABA Business Law Section 2017 Annual Meeting, Market Trends Subcommittee Meeting, “Bridging the GAAP: Contractual Interpretation Issues in Chicago Bridge v. Westinghouse”(September 16, 2017) 
• ABA Business Law Section 2015 Spring Meeting Young Lawyer Institute Track (Co-sponsored by Mergers & Acquisitions Committee), “Roadmap of an M&A Transaction” (April 16, 2015) 
• ABA Women in Mergers and Acquisition Task Force, Northwestern Law School, Women in M&A Panel (September 17, 2015)

Representative Matters

• Representation of Catalyst Biosciences, Inc. on a divestiture of the company’s Complement assets to Vertex Pharmaceuticals Incorporated
• Representation of the largest state economy of a foreign government in connection with forming a nonprofit nonstock Delaware corporation to support the government’s tourism initiatives in the U.S.
• Representation of a national voluntary legal professional, a Delaware nonstock nonprofit corporation, in connection with modernizing the organization’s Certificate of Incorporation and Bylaws
• Representation of a publicly traded transportation and financing company in a cross-border Delaware domestication, subsidiary reorganization and merger transaction
• Representation of a publicly traded marketing and communications company in a cross-border Delaware domestication and business combination transaction involving a significant stockholder of the company
• Representation of a publicly traded independent oil and gas company is its dissolution and winding-up process under Delaware law
• Representation of Montage Resources Corporation in its acquisition by Southwestern Energy Company
• Representation of General Mills, Inc. in its acquisition of Blue Buffalo Pet Products, Inc.
• Representation of Time Warner Inc. in connection with the acquisition of the company by AT&T Inc.
• Representation of AmSurg Corp. in connection with its strategic business combination with Envision Healthcare Holdings, Inc.
• Representation of a Transaction Committee of the Board of Directors of Clayton Williams Energy, Inc. in its $150 million private placement of CWEI common stock to funds managed by Ares Management, L.P.
• Representation of a Transaction Committee of the Board of Directors of Chindex International, Inc. in its going private transaction with an affiliate of TPG Capital and an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
• Representation of a Conflicts Committee of the Board of Directors of Energy Transfer Equity LP, in connection with the sale of its 60% stake in ETP Holdco Corp., valued at $3.75 billion in cash and units, to affiliate Energy Transfer Partners LP.
• Representation of Softbank in connection with its acquisition of a controlling interest in Sprint Corp.
• Representation of a Special Committee of the Board of Directors of Quest Software, Inc., in connection with the acquisition of the company by Dell Inc.
• Representation of a Transaction Committee of the Board of Directors of Knology, Inc. in connection with its sale to WideOpenWest
• Representation of a Special Committee of the Board of Directors of C&D Technologies, Inc., in connection with the acquisition of the company by an affiliate of Angelo, Gordon & Co.
• Representation of a Special Committee of the Board of Directors of Prospect Medical Holdings, Inc., in connection with the acquisition of the company by certain affiliates of Leonard Green & Partners
• Representation of the Board of Directors of CKE Restaurants, Inc., in its acquisition by Apollo Management

Publications

News

Events & Speaking Engagements