Tracy A. Bacigalupo

Tracy A. Bacigalupo is a partner in the Corporate Department of Morrison & Foerster. She practices in the areas of mergers and acquisitions, real estate investment trust and investment company law, and venture capital transactions.

Ms. Bacigalupo focuses her practice on negotiating and advising both public and private companies in connection with acquisitions, mergers, divestitures and other strategic collaborations.

Ms. Bacigalupo counsels 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. In this context, she has represented buyers and sellers in mergers and acquisitions, including several valued at more than $1 billion; has represented issuers in equity and debt offerings, including initial public offerings; and has provided 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 has been recognized by the legal ranking and news service Lawdragon as one of the "3,000 Leading Lawyers in America" and was recognized by Legal 500 in 2014 for her work in project finance, and in 2012 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 Corporate Laws.

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 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 company providing special and continuing education services in Maryland, the District of Columbia and Arizona in sale to a publicly-held company
• Represented real estate brokerage business in sale of company
• Represented company engaged in the 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 a merger auction
• Represented family-owned business in the sale of assets of a long-distance learning high school, learning and evaluation center and e-school to a publicly-held company
• Represented one of the leading companies in the Internet security software market (network intrusion detection) in private placement of convertible preferred stock through a nationally recognized venture capital company
• Represented major pharmaceutical company in a multi-party collaborative research program (the objective of which was to evaluate the benefits of using polymers to enhance non-viral gene delivery and expression) in which data, patents and technology were exchanged and rights assigned among the parties
• Represented founders of an Internet security 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 the assets of a gourmet food products importer/distributor from a British corporation and representation of a member of the purchaser group in her subsequent buyout of the other members
• Represented leading global consulting firm (which at the time represented more than 85 of the Fortune 100 largest global public companies and many of the world’s leading governments) in the 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 health care 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 machinery manufacturer in sale of business
• Represented Maryland-based insurance company in merger with insurance holding company headquartered in Virginia
• Represented Maryland bank in sale of branch to Pennsylvania bank