Tracy A. Bacigalupo

Partner | New York • Washington D.C. | (212) 468-8022(202) 887-1516
(212) 468-8022
(202) 887-1516

Tracy A. Bacigalupo is a partner in the Corporate Department of Morrison & Foerster focused on corporate, M&A, and corporate governance matters. She represents both public and private acquirers and target companies, as well as special committees, in large, complex M&A transactions, including negotiated mergers, divestitures, and other collaborations involving both strategic investors and private equity and venture capital firms. She has substantial experience with technology transactions and intellectual property development and protection.

Ms. Bacigalupo also regularly counsels Maryland-formed real estate investment trusts and open- and closed-end investment companies, as well as their directors and trustees, on a broad range of matters, including strategic transactions, capital markets transactions, financings, and corporate governance issues. She represents issuers in equity and debt offerings, including initial public offerings, and provides advice to companies, boards of directors and board committees regarding duties of directors, interested director transactions, charter and bylaw provisions, stockholder activism preparedness, and takeover defenses.

Ms. Bacigalupo is a member of Morrison & Foerster’s Blockchain + Smart Contracts Group, which provides cutting-edge knowledge and strategic guidance to clients, with a holistic, comprehensive approach to the emerging blockchain, smart contracts, and distributed ledger space. Ms. Bacigalupo has been the primary drafter and proponent of legislation recently enacted in Maryland that permits Maryland companies to migrate to a blockchain-enabled platform.

Ms. Bacigalupo has been recognized by the legal ranking and news service Lawdragon as one of the “3,000 Leading Lawyers in America” and one of the “500 New Stars, New Worlds.” She was also recognized by Legal 500 United States in 2012 and 2014 for her work in the area of mergers and acquisitions. The Baltimore Sun recognized Ms. Bacigalupo as one of Washington, D.C. and Baltimore’s “Top Rated Lawyers” in its 2012 Definitive Guide to Legal Representation.

She is a member of the American Bar Association – Mergers and Acquisitions Committee, Section of Business Law; and the Maryland State Bar Association – Committee on Corporation Law.

Ms. Bacigalupo received her J.D. from Washington and Lee University and her B.A. from Hollins College. She is admitted to practice in New York, Washington, D.C., and Maryland.

Representative Transactions

  • Represented externally managed REIT that specializes in commercial real estate loans and credit investments in connection with strategic financing agreements that will provide up to $375 million of capital and in matters related to acquisition of management contract by new external manager
  • Represented Starwood Property Trust, Inc. and Starwood Capital Group in multiple transactions, including Starwood’s $350 million investment in TPG RE Finance Trust; Starwood’s acquisition of Reverse Mortgage Investment Trust; combination of Starwood Waypoint Residential Trust and Colony American Homes; Starwood’s acquisition of LNR Property LLC; and Starwood’s acquisition of Waypoint Homes and spinoff of Starwood Waypoint Residential Trust, now trading as Starwood Waypoint Homes
  • Represented REIT that specialized in investments in real estate-related and senior housing assets in the internalization of its external management functions and subsequent focus on creating golf entertainment ecosystem
  • Represented Fortune 500 public company in its acquisition of one of nation’s longest standing providers of debt financing for multifamily and seniors housing real estate, broadening buyer’s real estate capital markets capabilities to include full Fannie Mae, Freddie Mac, and HUD/GNMA lending services
  • Represented real estate brokerage business in sale of company
  • Represented company engaged in business of developing, administering, and scoring tests in more than 180 countries, as well as educational research, analysis, and policy studies, in purchase of affiliated companies and, subsequently, in bid solicitation for another company in merger auction
  • Represented business in sale of assets of long-distance learning high school, learning and evaluation center, and e-school to publicly held company
  • Represented one of the leading companies in the cybersecurity software market (network intrusion detection) in private placement of convertible preferred stock through nationally recognized venture capital company
  • Represented major pharmaceutical company in multi-party collaborative research program in which data, patents, and technology were exchanged and rights assigned among the parties
  • Represented founders of cybersecurity software company in the formation and structuring of the company and in its initial and second rounds of financing
  • Represented purchaser group in its acquisition of assets of gourmet food products importer/distributor from British corporation and representation of a member of purchaser group in her subsequent buyout of other members
  • Represented leading global consulting firm in negotiation of contracts for the architecture design, development, and implementation of a document-recording information system (including deeds, mortgages, tax collection, tax assessment, and real estate development records, tax maps, and archival records) for the City of Philadelphia
  • Represented owners of a manufacturer of printed circuit boards in sale of all the assets of the company
  • Represented company whose businesses include commercial and military aircraft parts overhaul and repair, fabrication and distribution, paper envelope converting, steel processing and steel, and other industrial products distribution in the purchase of capital stock of an Arizona-based company engaged in the business of providing turbine engine coating technologies to gas turbine engine manufacturers and repairs and recoating services in the gas turbine engine aftermarket
  • Represented biotechnology company, the leading developer of gene-based pharmaceutical products for the treatment and prevention of infectious and autoimmune diseases and certain cancers, in private placement, the proceeds of which were $9.7 million
  • Represented corporate training companies in reorganization and merger with subsidiary of a publicly held tutoring and testing company
  • Represented largest United States cable company in negotiation of software license, software development, and source code escrow agreements
  • Represented publishing company in sale of a city lifestyle magazine (Baltimore magazine)
  • Represented publishing company in sale of managed healthcare newsletters
  • Represented office products supplier (i) in purchase of majority interest in contract stationer located in Arizona, (ii) in merger of subsidiary with contract stationer located in Maryland, and (iii) in acquisition of six subsidiaries of British conglomerate as part of pre-IPO acquisition strategy
  • Represented Fortune 100 company as Maryland counsel in $3.1 billion acquisition of aerospace business
  • Represented founder of home inspection company in sale of business upon retirement
  • Represented purchaser of commercial aircraft flight simulator manufacturer out of bankruptcy proceedings
  • Represented Maryland-based insurance company in merger with insurance holding company headquartered in Virginia
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