Mara H. Rogers

Partner
Norton Rose Fulbright US LLP

New York
United States
T:+1 212 318 3206
New York
United States
T:+1 212 318 3206
Mara H. Rogers

Mara H. Rogers

vCard

Biography

Mara Rogers has over 30 years of experience as a corporate lawyer advising U.S. and internationally-based public and privately held companies, investors, underwriters and placement agents on a variety of business transactions and legal issues. Ms. Rogers has represented clients in a broad range of industries, with particular focus on the retail and consumer products, life sciences, technology, media and steel industries. Her practice focuses on:

  • domestic and cross-border acquisitions and dispositions (including mergers, stock transactions and asset deals) for both U.S. and foreign public and private companies;
  • the representation of issuers and underwriters in public and private offerings of equity and debt securities and foreign issuers in connection with US stock exchange listing requirements;
  • the representation of investors and issuers in venture capital and private equity financings; and
  • counseling on corporate governance, including fiduciary duties, risk oversight, relationships with shareholders and governance "best practices."

Ms. Rogers also represents corporate debtors in connection with bank and other institutional lending and advises clients on strategic alliances, joint ventures, licensing and other domestic and international business transactions and agreements.

From July 2008 until April 2010, Ms. Rogers served as acting general counsel to an international provider of software solutions to the global oil and natural gas exploration and production industry.


Professional experience

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JD, Cornell Law School, 1983
BA, magna cum laude, Economics and Political Science, Brown University, 1980

Ms. Rogers was elected to Phi Beta Kappa while attending Brown University. She was admitted to practice law in New York in 1984.

  • New York State Bar

Mergers & Acquisitions

  • Represented a public global biotechnology company (and certain predecessor entities) in more than a dozen purchase and sale transactions involving products, technologies and services in the fields of scientific research, genetic analysis and applied sciences.  Examples include its acquisition of a cancer bioinformatics company; its acquisition of a provider of molecular and serological diagnostic quality control products; its acquisition of a public drug development and testing company by cash tender offer; and its sale of its process chromatography business
  • Represented a UK-based multinational consumer goods company in its acquisition of a global consumer brand from a major healthcare company
  • Represented a cosmetics company in a restructuring and related sale of a significant interest to a private equity firm
  • Represented an Austrian-based global leading supplier of specialty steel and materials in multiple acquisitions (over ten), including the acquisition of a major coatings company and the high-speed steel business (including its manufacturing facilities) of a technology-based manufacturing company
  • Represented a petroleum refining, wholesale distributor of refined products and convenience store retailer in multiple acquisitions and related financings of gas stations and convenience stores
  • Advised an owner and operator of radio and television stations in multiple acquisitions and dispositions and related financings
  • Represented a manufacturer of children's apparel in its acquisition of a child-clothing brand
  • U.S. counsel to an Israeli-based, NASDAQ-listed geoscience-focused software company in its sale to a private equity firm in a going private transaction
  • Represented a company in the travel search space in its sale to a leading global technology and internet media company
  • Represented a family owned business operator of food and drink concessions at arenas and ballparks in its sale to a leading food-service provider and facilities management company
  • Represented a public newspaper publishing and broadcasting company in multiple acquisitions and dispositions of newspaper chains and network affiliated television stations
  • Represented a public optics and metrology-system products company in its acquisition of a Vancouver Stock Exchange-listed company in the business of developing and manufacturing automation and parts handling equipment
  • Represented a venture capital firm in connection with the acquisition of certain assets of a business unit of a pharmaceutical company 
  • Represented a manufacturer and developer of computer aided design and manufacturing systems in its sale to a major provider of information services, technology and software


Securities & Financings

  • Represented a petroleum refining and convenience store retailer in its $184 million IPO and NYSE listing
  • Advised a NASDAQ-listed global biotechnology company in multiple Rule 144A offerings  of convertible notes aggregating approximately $800 million
  • Represented a NASDAQ-listed national specialty retailer in a $27 million private placement of  convertible notes and warrants
  • Represented a Canadian-based international oil and gas producer in its listing on the New York Stock Exchange
  • U.S. counsel to a Canadian-based environmental and energy services company in connection with a $200 million incremental term loan under its existing $1.8 billion credit facility
  • Represented an owner and operator of radio and television stations in multiple bank and private equity firm credit facility agreements, as well as an out-of-court restructuring of its debt and equity
  • Represented multiple underwriters in more than twenty IPO's and follow-on public offerings of equity and debt of companies in the retail, consumer products, technology, life sciences, healthcare and specialty chemicals industries
  • Represented a provider of web-based data management solutions for clinical trials in capital raising transaction with a major venture capital firm
  • Represented multiple venture capital firms focused on early stage health and life sciences companies in connection with more than a dozen equity investments
  • Represented multiple placement agents in numerous capital raising transactions for biotechnology, pharmaceutical and medical device companies
  • Represented a public petroleum refining and convenience store retailer in connection with multiple credit facility agreements with various consortiums of lenders
  • Represented an owner and operator of radio and television stations in numerous venture capital financing rounds
  • Represented a specialty-food provider in a capital raising transaction
  • New York's Top Rated Lawyer, LexisNexis Martindale-Hubbell, 2012
  • Legal 500 US, recommended lawyer, healthcare: life sciences, The Legal 500, 2013 - 2014
  • "Food Safety Newsletter," The International Law Firm of Fulbright & Jaworski - Health Care, November 20, 2012

  • "Weighing ISS Proxy Voting Policies for 2012," Law360, November 29, 2011

  • "ISS Issues Updated Proxy Voting Policies for the 2012 Proxy Season," Fulbright Briefing, November 22, 2011

  • "Corporate Governance At-A-Glance," The International Law Firm of Fulbright & Jaworski - Corporate Governance, July 1, 2011

  • "Acquisitions Utilizing Tender Offers in Today's Market," Fulbright Briefing, August 10, 2010

  • "M&A in 2010: Structuring Compensation in Private Equity Transactions," The International Law Firm of Fulbright & Jaworski, May 20, 2010

  • "Corporate Governance At-A-Glance," The International Law Firm of Fulbright & Jaworski - Corporate Governance, March 5, 2010

  • "Corporate Governance At-A-Glance," The International Law Firm of Fulbright & Jaworski - Corporate Governance, March 20, 2009

  • "Corporate Governance At-A-Glance," The International Law Firm of Fulbright & Jaworski - Corporate Governance, March 20, 2008

  • "SEC Facilitates Smaller Company Access to Capital Markets and Approves Electronic Filing and Changes to Form D," Fulbright Briefing, December 14, 2007

  • Panelist, "The Changing Game of Shareholder Engagement," Corporate Board Member Governance & Compliance Leadership Forum, New York, New York, June 19, 2014
  • Panelist, "CEO Succession: Planned and Worst Case-Unplanned! Is Your Board Ready," Women Corporate Directors, New York City Chapter, November 6, 2013
  • Panelist, "M&A in 2013: Investment Banking Engagement Letters," Norton Rose Fulbright web seminar, Oct. 17, 2013
  • Panelist, "M&A in 2012: Update on Fiduciary Outs in M&A Transactions," Fulbright & Jaworski L.L.P. web seminar, January 19, 2012
  • Panelist, "M&A in 2011: Trends in Pubic Company M&A Transactions," Fulbright & Jaworski L.L.P. web seminar, June 27, 2011
  • Panelist, "Executive Compensation – Impact of Dodd-Frank Act & Next Steps," webinar presented by BDO USA, LLP and Fulbright & Jaworski L.L.P., February 23, 2011
  • Panelist, "Corporate Political Activity and Governance Issues after Citizens United,"  Society of Corporate Secretaries and Governance Professionals, New York, New York, January 13, 2011
  • Panelist, "M&A in 2010: Exploring Earnouts in the Purchase or Sale of a Privately-Held Business," Fulbright & Jaworski L.L.P. web seminar, September 16, 2010
  • Moderator, "The Changing Environment in M&A in the Wake of the Financial Meltdown: What Executives, General Counsel and Board Members Should Know," Fulbright & Jaworski L.L.P. seminar, New York, New York, September 14, 2010
  • Panelist, "M&A in 2010 - Structuring Compensation in Private Equity Transactions," Fulbright & Jaworski L.L.P. web seminar, May 20, 2010
  • Panelist, "Securities Disclosure and Compliance Update," 2007 CCCA National Spring Conference, Toronto, Canada, April 22-24, 2007
  • American Bar Association
    • Private Equity and Venture Capital Committee
  • Association of the Bar of the City of New York
    • Corporation Law Committee
  • New York State Bar Association
  • Association for Corporate Growth

Knowledge

Autonomous vehicles: United States

Publication | July 2017