A sought-after thought leader of Delaware-related commentary, Pam brings deep, practical knowledge in the Delaware courts to her clients alongside her corporate advisory and transactional advice.

EXPERIENCE

Member Pamela L. Millard leverages 16 years of experience in advising clients on all aspects of the Delaware General Corporation Law and the governance of both Delaware corporations and the formation and governance of Delaware limited liability companies.  Pam regularly counsels corporations, nonstock nonprofit corporations, limited liability companies, 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.

Representative Matters

• Representation of a US regional fintech company in connection with a business combination involving the domestication of several merging entities into Delaware and the formation of a new Delaware holding company and related operating entities
• Representation of a publicly traded company providing software services to the nuclear energy sector in connection with its proposed acquisition by a strategic buyer
• Representation of an international airline group in connection with a global sale of assets
• Representation of a privately held technology start-up company in connection with ongoing litigation in the Delaware Court of Chancery
• Representation of a UK luxury confection company in its acquisition by a privately held US food conglomerate
• Representation of a European luxury consumer brand in its Delaware dissolution and winding-up process
• Representation of an online medical services start-up company in connection with forming a Delaware professional services corporation and related limited liability company
• Governance advice in connection with voting requirements for Delaware Charter Amendments and Advance Notice Bylaw provisions
• Representation of a newly-formed Delaware Public Benefit corporation and related corporate governance advice
• Transactional advice in connection with numerous breach of contract and earnout claims filed in the Delaware Court of Chancery
• Representation of Life Storage, Inc. in connection with its acquisition by Extra Space Storage Inc.
• Representation of two US regional hospital groups forming a new Delaware nonprofit nonstock corporation in connection with a proposed business combination
• Opinion advice to a US biotechnology company regarding two separate asset divestiture transactions
• Opinion advice to a broad range of clients domesticating into Delaware
• 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 legal professional association, a Delaware nonstock nonprofit corporation, in connection with modernizing the association’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 Delaware dissolution and related winding-up process
• Representation of Montage Resources Corporation in its acquisition by Southwestern Energy Company

NETWORKS & AFFILIATIONS

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 also regularly participates in 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 on the Joint Task Force on Governance Issues in Business Combinations Subcommittee. Pam acts as a Contributing Editor to the Corporations, LLCs and Partnerships Practice Area Division of Business Law Today. Additionally, Pam is a member of the Delaware State Bar Association.

HONORS & AWARDS

Consistently recognized on The Best Lawyers in America list for Corporate Law and Corporate Governance Law since 2021.